TCF Financial Corporation Annual Report 2013

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FY2013 Annual Report · TCF Financial Corporation

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Opportunity rising.

TCF Financial Corporation | 2013 Annual Report

Opportunity is rising at TCF.

In 2012, TCF built a better way of banking by making several key

investments in its business. In 2013, TCF successfully executed on

these initiatives and began to see a positive impact company-wide.

As a mid-size regional bank in today’s environment, TCF believes it

is now positioned in the “sweet spot” of banking and is primed to

continue its growth story and deliver results in 2014 and beyond.

Table of Contents
01 Financial Highlights
02 Letter to Our Stockholders

Annual Report on Form 10-K
02 Business
07 Risk Factors
19 Selected Financial Data
20 Management’s Discussion and Analysis
55 Consolidated Financial Statements
60 Notes to Consolidated Financial Statements
102 Other Financial Data

Corporate Information
A-01 Board of Directors
A-02 Senior Officers
A-04 Offices
A-05 Stockholder Information
A-07 Corporate Philosophy

Financial Highlights

(Dollars in thousands, except per-share data)

2013

2012

% Change

At or For the Year Ended December 31,

Operating Results:
Net interest income

Provision for credit losses

Net interest income after provision for credit losses

$802,624
118,368
684,256

$ 780,019

247,443

532,576

Non-interest income:

Fees and other revenue

Gains on sales of securities, net

Total non-interest income

Non-interest expense:

Non-interest expense

Loss on termination of debt

Branch realignment

Total non-interest expense

Income (loss) before income tax expense

Income tax expense (benefit)

Income (loss) after income tax expense (benefit)

Income attributable to non-controlling interests

Net income (loss)

Preferred stock dividends

Net income (loss) available to common stockholders

Per Common Share Information:
Basic earnings

Diluted earnings

Dividends declared

Stock price:

High

Low

Book value

403,094
964
404,058

836,400
–
8,869
845,269
243,045
84,345
158,700
7,032
151,668
19,065
$132,603

$ .82
.82
.20

16.68
12.39
16.25
10.23

388,191

102,232

490,423

811,819

550,735

–

1,362,554

(339,555)

(132,858)

(206,697)

6,187

(212,884)

5,606

$ (218,490)

$ (1.37)

(1.37)

.20

12.58

9.59

12.15

9.79

Price to book value

1.59 X

1.24 X

Financial Ratios:
Return on average assets

Return on average common equity

Net interest margin

Net charge-offs as a percentage of average loans and leases

Tier 1 common capital ratio(1)

.87%

8.12
4.68
.81
9.63

(1.14)%

(13.33)

4.65

1.54

9.21

2.9%

(52.2)

28.5

3.8

(99.1)

(17.6)

3.0

(100.0)

N.M.

(38.0)

N.M.

13.7

N.M.

N.M.%

N.M.

–

32.6

29.2

33.7

4.5

28.2

N.M.

(47.4)

4.6

N.M. Not Meaningful.

(1) Excludes the effect of preferred shares and qualifying non-controlling interest in subsidiaries. See “Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations — Capital Management” (for reconciliation of GAAP to non-GAAP measures).

// TCF Financial Corporation and Subsidiaries2013 Annual Report

Dear Stockholders:

TCF’s focus in 2013 was to execute on

agreement with Bombardier

margin of 4.68 percent is now one

the investments we made in 2012 and

Recreational Products, Inc. (BRP); the

of the strongest in the banking

position the company to capitalize on

acquisition of Gateway One Lending

business, 125 basis points higher

opportunities as we head into 2014.

& Finance, LLC (Gateway One), an

than our peer average.

The recent financial crisis significantly

indirect auto finance company; and

impacted TCF, as well as the banking

the creation of TCF Capital Funding,

industry as a whole. Elevated

an asset-based and cash flow lending

unemployment levels and depressed

business. TCF also repositioned its

home values led to industry-wide

balance sheet creating a more flexible

credit concerns while regulatory

funding structure. On the deposit side,

changes, such as the Durbin

TCF completed a diversified and

Amendment, have changed how

stable deposit acquisition from

banks like TCF generate revenue.

Prudential Bank & Trust, FSB while

Over the past two years, TCF has been

also responding to our customers’

aggressive in addressing the various

feedback by returning to our free

challenges facing the current banking

checking product. Finally, TCF

environment and began to see

improved its capital position in 2012

positive results in 2013.

through issuances of preferred stock,

Beginning in late 2011 and continuing

throughout 2012, TCF took a “building

subordinated debt and the redemption

of its trust preferred securities.

With these 2012 investments providing

a sound foundation for the organization,

we looked to deliver solid returns to our

stockholders by successfully executing

on the strategies behind these invest-

ments. In the beginning of 2013, we

established two overarching strategies

to leverage the investments made in

the prior year: 1) maintain our strong

pre-tax pre-provision return on average

assets and 2) reduce the credit-related

costs associated with our in-footprint

consumer and commercial lending

businesses. I am proud to say that our

team has executed on these strategies

and the results have been very positive.

and investing” approach to the

This restructuring has clearly been a

In order to maintain our strong pre-tax

business. We started by expanding

success. Continuing low interest rates

pre-provision return on average assets,

our national lending platforms

have demonstrated the wisdom of

we needed to diversify our revenue

with TCF Inventory Finance, Inc.’s

our strategy. TCF’s 2013 net interest

sources and reduce our cost of funding.

William A. Cooper,
Chairman of the Board
& Chief Executive Officer

and smaller banks as a result of lower

09
09

10
10

11
11

12
12

13
13

Diluted Earnings
Per Common Share
Dollars

8
0
.
1
$
0
6
.
0
$

7
3
2
,
1
$

9
5
1
,
1
$

2
8
.
0
$

1
7
.
0
$

4
4
1
,
1
$

0
7
2
,
1
$

7
0
2
,
1
$

*
)
7
3
.
1
(
$

Diluted EPS

11
11

10
10

12
12

13
13

* Includes a net, after-tax charge of
09
09
$295.8 million or $1.87 per share,
related to repositioning TCF’s
Diluted Earnings Per Common Share
balance sheet in the first quarter
2013
2011
2009
of 2012
$0.60 $1.08 $0.71 $(1.37) $0.82
$0.20 $0.20 $0.20
$0.40

2010

2012

$0.20

Total Revenue
2011
2010
2009
$700
$699
$633
$444
$538
$526
$1,159 $1,237 $1,144 $1,270 $1,207

2012
$780
$490

2013
$803
$404

Net Interest Margin
Percent

%
5
6
.
4

%
8
6
.
4

%
5
1
.
4

%
9
9
.
3

%
7
8
.
3

09
09

10
10

11
11

12
12

13
13

We were able to accomplish this by

modifications, and a commitment to

enhancing and increasing our loan

financially stronger communities with

sales in auto finance and consumer

our new financial literacy programs.

real estate. Due to strong originations,

These initiatives are important to us

loan growth has continued despite

and we look forward to continuing to

these loan sales. Total checking

positively impact our communities

accounts have grown 5.9 percent since

in the future.

the return to free checking. Most

importantly, credit quality has steadily

improved throughout the year as

provisions for loan and lease losses

decreased while we also drove down

non-accrual loans and other real

estate owned in our consumer and

commercial lending businesses. In

addition, our auto, inventory finance

and leasing and equipment finance

businesses continued their strong

credit performance.

We believe the successful execution

of our strategies has put us in a great

position to take advantage of rising

opportunities in 2014 and beyond. As

we move forward, we look for further

improvements in credit quality driven

by continued trends in home values

and unemployment, new product and

Throughout my career, the largest

banks have always operated with a

competitive advantage over mid-size

capital and liquidity requirements

due to economies of scale as well

as lower borrowing costs. With new

regulations, this is changing. The

largest banks now have increased

capital and liquidity requirements and

additional regulatory costs. The “too

big to fail” era for the largest banks

appears to be over. We believe the

$10 billion to $50 billion asset size for

banks, in which TCF is positioned, has

become the “sweet spot” of banking.

TCF is large enough to utilize

economies of scale while operating

in an environment where big banks

no longer enjoy the same competitive

service offerings to our retail customers

advantages. Coupled with the

and a focus on leveraging the

expense base as we bring our newer

national lending businesses to scale.

In addition to these successes, I am

equally proud of TCF’s continued

investments and contributions made

within the communities we serve.

Our focus on social responsibility

takes many forms including donations

recent investments TCF has made,

this provides an outlook that our

stockholders can be excited about.

We aren’t where we want to be yet,

but we believe we are well on our way

to making TCF the bank it needs to be

to deliver lasting stockholder value.

A Look at 2013
Following several key investments in

to charitable organizations through

2012, TCF spent significant time and

Economic factors played a significant

the TCF Foundation, employee

effort in 2013 integrating these invest-

role during the year. On the positive

volunteer hours, enhancing education

ments and executing on our strategies.

side, home values and unemployment

opportunities by supporting local

The results we began to see during the

continued to improve. On the negative

charter schools, helping customers

year have shown that the investments

side, we saw a change in customer

stay in their homes through loan

and hard work are paying off.

behavior that resulted in lower

2013 Annual Report// TCF Financial Corporation and Subsidiaries

transaction volumes and higher

and Bank Secrecy Act (BSA)

$295.8 million net after-tax charge

account balances, ultimately

compliance. TCF hired a new Chief

related to the balance sheet

impacting banking fee revenue.

Risk Officer in August whose risk

repositioning. TCF also delivered a

TCF continued to make key

investments in regulatory initiatives

such as enterprise risk management

Total Loans & Leases
Billions of Dollars

6
.
4
1
$

8
.
4
1
$

2
.
4
1
$

4
.
5
1
$

8
.
5
1
$

09
09

10
10

11
11

12
12

13
13

Five-year compound
annual growth rate of 4%

Total Loans & Leases
2011
2010
2009
$14.6 $14.8 $14.2 $15.4

2012

2013
$15.8

Loan & Lease
Originations
Billions of Dollars

1
.
2
1
$

8
.
0
1
$

2
.
5
$

5
.
5
$

1
.
4
$

09
09

10
10

11
11

12
12

13
13

Five-year compound
annual growth rate of 23%

Loan & Lease Originations
2009
$4.1

2011
$5.5

2010
$5.2

2012
$10.8

2013
$12.1

management and leadership

strong pre-tax pre-provision profit

experience have already made a

return on average assets in 2013

meaningful impact throughout TCF

of 1.98 percent.

as we look to adopt risk management

best practices in all aspects of the

organization. TCF also hired a new

Chief Credit Officer in December

whose expertise in credit policy,

underwriting and administration will

have a positive influence on the

organization as we position the

platform for the future.

A key focus for TCF over the past

several years has been resolving the

BSA-related consent order we signed

with the Office of the Comptroller of

the Currency (OCC) in July 2010.

Since signing the consent order, TCF

has made significant enhancements

to its BSA compliance program,

including the hiring of an experienced

BSA Officer and expanded BSA

staffing; improving risk-assessment,

customer identification and due

diligence processes; improving

TCF remains solidly capitalized with

ample liquidity to grow the business.

At December 31, 2013, TCF had

$1.8 billion of Tier 1 capital, or

11.41 percent of total risk-weighted

assets. Tangible realized common

equity to tangible assets increased

to 8.18 percent.

TCF paid dividends totaling $.20 per

share in 2013 and has now paid a

dividend in 102 consecutive quarters.

When capital accumulation from

earnings exceeds capital required

for asset growth and risk parameters

permit, TCF hopes to increase the

dividend. Returning capital to

stockholders continues to be a core

function of how we deliver

stockholder value.

At December 31, 2013, TCF’s stock

price closed at $16.25 per share, up

internal controls; enhancing training;

from $12.15 per share on December

and updating and improving BSA-

31, 2012. Since December 31, 2011,

related transaction screening

TCF’s stock price has increased

systems. As a result of these efforts,

57.5 percent. This material increase

TCF announced in December that the

in our stock price over the past two

OCC had lifted its consent order. We

years demonstrates the investments

feel that TCF now has a best-in-class

TCF has made in the business and its

BSA program which will benefit the

successful execution of the strategies

company moving forward.

leveraging those investments.

TCF returned to profitability in 2013

earning $132.6 million, or $.82 per

diluted share. For the first time in

22 years, TCF incurred a net loss in

2012 of $218.5 million, or $1.37 per

diluted share, as a result of the

Lending
TCF’s Lending portfolios consist of

48 percent retail loans (consumer real

estate and auto finance) and 52

percent wholesale loans and leases

(commercial, leasing and equipment

finance and inventory finance). This

nearly even mix between retail and

wholesale is ideal for TCF as it

demonstrates strong diversification

across our loan and lease products.

Prior to the increased competition for

loans and leases within our branch

footprint states, particularly in

commercial, TCF invested in a unique

blend of national lending platforms

with experienced management teams.

These platforms have allowed us to

generate organic growth on a national

basis without having to focus on asset

generation in the more competitive

environments or take on additional

credit risk within our markets.

Total loans and leases of $15.8 billion

at December 31, 2013, was an increase

of 2.7 percent from the prior year.

Loan and lease originations also

increased 12.4 percent to $12.1 billion

in 2013 compared to 2012, primarily

due to opportunities in our national

lending platforms.

This increase in total loan and lease

balances occurred despite $1.6 billion

of core sales of consumer real estate

Strong Loan and Lease Originations

“Loan and lease originations also increased 12.4 percent

to $12.1 billion in 2013 compared to 2012, primarily due

to opportunities in our national lending platforms.”

and auto finance loans in 2013, up

loan business acquired in November

45 states. Following a successful

123.1 percent from similar loan sales

2011. Gateway One finished 2013

integration in 2012, Gateway One has

in 2012. Excluding these loan sales,

with loan balances of $1.2 billion, up

become a key piece of the disciplined

total loans and leases grew 8.1 percent

124.2 percent from 2012, with an

growth story at TCF. The portfolio is

in 2013. The loan sales have been a

average yield of 4.84 percent. Despite

made up primarily of used auto loans

core revenue source for TCF since

a very competitive environment, loan

and is well diversified by geography.

2012 while also allowing us to actively

originations increased 61.5 percent in

Credit quality remains strong and the

manage concentration risk within

2013 to $1.9 billion. In addition, TCF

portfolio continues to perform. We are

the portfolios. This model gives us

managed concentration risk and

excited about the future growth

the capacity to generate additional

generated additional revenue by selling

opportunities with Gateway One.

earning asset growth in the future by

$795.3 million of auto loans in 2013.

controlling the volume of loans we sell.

TCF Inventory Finance balances

Gateway One is led by an experienced

totaled $1.7 billion at December 31,

TCF’s largest growth engine in 2013

management team and now has

2013, up 6.2 percent from the prior

was Gateway One, an indirect auto

nearly 8,500 dealer relationships in

year. The loan portfolio has a high

2013 Annual Report// TCF Financial Corporation and Subsidiaries06

Commitment to a Financially Stronger Community

Financially smarter customers, financially healthier

are making a good-faith investment in the financial future of

communities. We believe we have a responsibility to

students, their customers and other consumers across their

support both and two TCF initiatives exemplify our broad

markets. TCF Bank is one of the largest sponsors of EverFi

commitment to the financial well-being of our neighbors.

programs in the U.S., and we couldn’t be more proud to

Bolstering “Financial IQ”
Financial literacy is an overlooked, but truly critical life skill.

continue our relationship for the years ahead as we drive

meaningful impact in communities across the country.”

That’s the focus of the TCF Bank Financial Scholars and

Financial Learning Center programs, which TCF provides

Providing Hope Through Loan Relief
Challenging economic times have special implications for

free of charge to high schools and adult learners.

those who struggle to afford their mortgage and other

Launched in October 2013, these programs deliver a rich,

loan payments. TCF seeks ways to help certain borrowers

online learning experience, created by leading education

better manage their loan payments and stabilize their

technology company, EverFi, intended to boost the

financial circumstances. This can be done by modifying

personal-finance aptitude of high school students, our

the terms of the loan and making the borrower’s payment

customers and our communities. Video, animations, 3-D

schedule more manageable —thereby easing their financial

gaming and other digital tools bring complex financial

stress. Since the beginning of the loan modification

concepts to life, from interpreting credit scores and identity

program and through the relief it extends to borrowers,

protection, to the ins and outs of home mortgages and

TCF has enabled nearly 3,200 customers, and their families,

insurance protection.

to stay in their homes.

Through the high school-focused TCF Bank Financial

Scholars, and Financial Learning Center for adult learners,

TCF has set out to boost the “Financial IQ” of two million

people in the markets it serves over the next three years.

“TCF Bank is taking a clear leadership role in addressing

financial literacy in the United States,” said EverFi

co-founder, Ray Martinez. “Through our partnership, they

By the Numbers:
The Growth of TCF Financial Literacy Programs
(as of January 21, 2014)

High Schools Using the Program
Total Students Reached
Adults Reached

116
11,132
3,013

average yield of 6.03 percent and has

strategic differentiator. As such, the

maintained very strong credit quality

businesses implemented a number of

metrics. TCF entered the inventory

system enhancements throughout the

finance business in 2008 and now

year. For example, TCF Equipment

has a well-diversified portfolio with

Finance received a 2013 Equipment

loans in the powersports, lawn and

Leasing and Finance Association

garden, electronics and appliance,

Operations and Technology Excellence

recreational vehicle, marine and

Award for its development and

specialty vehicle markets.

implementation of its “End of Lease

9
5
1
,
1
$

The inventory finance business is

unique in the banking industry given

its steep barriers to entry including

industry expertise. TCF Inventory

Finance’s experienced management

team and customer service focus have

resulted in relationships with several

industry-leading manufacturers

Cycle” system which provides dynamic

workflow processes for all lease end

of term activity. TCF’s leasing and

equipment finance businesses

represent the 30th largest equipment

finance/leasing company in the U.S.

including BRP, The Toro Company

Consumer real estate loans decreased

and Arctic Cat, Inc. Celebrating its

5 percent during the year to $6.3 billion.

five-year anniversary in 2013, TCF

Given the reduction in borrowers

Inventory Finance continued its

meeting TCF’s underwriting criteria

focus on customer service while

and the competition for those that

strengthening its relationships with

do, TCF’s focus in the consumer real

its manufacturers. We continue to look

estate portfolio has been on high-

at opportunities to add additional

quality junior liens originated on a

programs and expect to continue to

national level. These loans are made

grow the business going forward.

to high-FICO borrowers which has

TCF’s leasing and equipment finance

businesses continue to be a key part

of the TCF lending story. Leasing and

equipment finance ended the year

with total balances of $3.4 billion,

which represents 7.2 percent

year-over-year asset growth, driven

by continued growth in originations.

Portfolio performance during 2013

was exceptional with the leasing

resulted in pristine credit quality

within the portfolio. TCF has been

actively managing the concentration

risk in this portfolio by selling a

portion of the originations on a

quarterly basis. TCF’s home equity

line of credit portfolio totaled

$2.3 billion at December 31, 2013 with

only 10.2 percent reaching maturity

or draw period end prior to 2021.

and equipment finance provision for

With increased competition in our

credit losses at .03 percent of average

banking footprint, commercial loan

Total Deposits
Billions of Dollars

6
.
1
1
$

7
3
2
,
1
$

%
7
0
1

4
4
1
,
1
$

%
3
5
0

1
.
4
1
$

4
.
4
1
$

7
0
2
,
1
$

%
1
3
0

%
6
2
0

2
.
2
1
$

0
7
2
,
1
$

%
8
3
0

09
09

10
10

11
11

12
12

13
13

Total Deposits
Average Interest Rate on Deposits

2012

2011

Total Deposits
2013
2009
2010
$11.6 $11.6 $12.2 $14.1
$14.4
1.07% 0.53% 0.38% 0.31% 0.26%
Tangible Realized
Total Revenue
Common Equity
2012
2011
2010
2009
$700
$780
$699
$633
Millions of Dollars
$490
$526
$444
$538
$1,159 $1,237 $1,144 $1,270 $1,207
9
7
5
,
1
$

2013
$803
$404

5
8
4
,
1
$

3
5
3
,
1
$

4
3
3
,
1
$

9
5
1
,
1
$

7
3
2
,
1
$

0
2
0
,
1
$

%
5
7
.
5

%
2
4
.
8

0
7
2
,
1
$

7
0
2
,
1
$

%
2
5
.
7

%
8
1
.
8

4
4
1
,
1
$

%
8
2
.
7

09
09

10
10

11
11

12
12

13
13

Tangible Realized Common Equity
Tangible Realized Common Equity Ratio

09
09

10
10

11
11

12
12

13
13

Tangible Realized Common Equity
2013
2009
1,020 1,334 1,579 1,353
1,485
5.75% 7.28% 8.42% 7.52% 8.18%

2010

2011

2012

the marketplace has led to elevated

Total Revenue
levels of prepayments. While TCF
2010
2009
2011
$699
$633
$700
has focused on maintaining strong
$444
$538
$526
$1,159 $1,237 $1,144 $1,270 $1,207

2012
$780
$490

2013
$803
$404

relationships with our current

and the 15th largest bank-affiliated

09
09

10
10

11
11

12
12

13
13

leasing company.

earning assets.

balances declined 7.5 percent during

customers, the growth opportunities

The leasing and equipment finance

businesses consider investment in

information technology to be a

the year to $3.1 billion. We continued

in our national lending businesses

to see strong originations in 2013 of

have given us the luxury of selectively

$1.6 billion; however, competition in

choosing commercial loans based on

2013 Annual Report// TCF Financial Corporation and Subsidiaries

pricing and risk. In March 2012, TCF

started TCF Capital Funding, a

commercial banking division

specializing in asset-based and cash

flow lending. This business has been

integrated and has met expectations

through 2013. Similar to our other

businesses, TCF Capital Funding is

led by an experienced management

team. This business has brought an

additional layer of diversity to our loan

and lease portfolio.

Total Revenue
Millions of Dollars

9
5
1
,
1
$

9
5
1
,
1
09
09
$

7
3
2
,
1
$

7
3
2
,
1
$
10
10

4
4
1
,
1
$

4
4
1
,
1
11
11
$

0
7
2
,
1
$

0
7
2
,
1
$
12
12

7
0
2
,
1
$

7
0
2
,
1
$
13
13

Non-Interest Income
Net Interest Income

12
12

13
13

2013
$803
$404

10
09
11
09
10
11
Total Revenue
2012
2011
2010
2009
$780
$700
$699
$633
$526
$490
$444
$538
$1,159 $1,237 $1,144 $1,270 $1,207
Fees & Service Charges
Millions of Dollars
09
10
11
09
10
11
Total Revenue
2011
2010
2009
$700
$699
$633
7
$526
$444
$538
8
2
$1,159 $1,237 $1,144 $1,270 $1,207
$

2012
$780
$490

2013
$803
$404

13
13

12
12

3
7
2
$

9
1
Total Revenue
2
$
8
2011
2010
2009
7
1
$700
$699
$633
$
$526
$444
$538
$1,159 $1,237 $1,144 $1,270 $1,207

2012
7
6
$780
1
$
$490

2013
$803
$404

09
09

10
10

11
11

12
12

13
13

Fees & Service Charges
2010
2009
$273
$287

2011
$219

2012
$178

2013
$167

Funding
TCF’s Funding segment provides

diverse funding sources to support the

growth of our Lending businesses. The

Funding segment utilizes a “switches

and dials” approach which gives us

the ability to generate deposits in a

specific product or market through

targeted rates or marketing initiatives.

This provides greater flexibility in

generating appropriate funding.

TCF’s primary funding source is its

large low-cost deposit base. Deposit

balances totaled $14.4 billion at

December 31, 2013, up 2.7 percent

from 2012, with an average cost of

26 basis points, down 5 basis points

from last year. TCF made several key

investments in the deposit side of the

bank in 2012 including a $778 million

deposit acquisition and the return to

free checking. These have both proved

to be beneficial in 2013 as we have a

more diverse deposit base and have

seen 5.9 percent checking account

growth since the return to free

checking. Also in 2013, TCF placed an

emphasis on improving the customer

experience through the introduction

and upgrades of mobile apps,

upgrades to web account openings

and online banking, and improved

online bill pay. While we will continue

to make enhancements to the

customer experience, we are now in

position to begin introducing new

products and services that fit the

wants and needs of our customers.

borrowing capacity at the Federal

Reserve. In 2012, TCF issued preferred

stock and subordinated debt which it

is using to support asset growth. In

addition, we are actively reviewing

alternative funding sources such as

auto loan securitization.

TCF’s Funding and Lending segments

work in close partnership to ensure

appropriate funding is generated in

a timely manner to meet TCF’s asset

growth needs. While TCF continues

to enhance and diversify its funding

capabilities, we have the structure,

processes and flexibility to meet our

organizational goals.

Revenue
TCF invested in several revenue

diversification initiatives in 2012

and saw the results in 2013. Total

revenue in 2013 was $1.2 billion,

down 5 percent from 2012. Excluding

the gain on securities from the

balance sheet repositioning in 2012,

total revenue would have increased

1.1 percent in 2013. As regulatory

changes such as Regulation E and

the Durbin Amendment impacted

banking revenue, TCF took action

by repositioning its balance sheet

and generating revenue through

core loan sales. The balance sheet

repositioning has resulted in TCF

having one of the highest net

interest margins in the industry.

TCF’s net interest margin in 2013

was 4.68 percent, up from 4.65

percent in 2012, overcoming the

Additional funding sources at TCF

impact of two years of yield

include $2.2 billion in unused, secured

compression due to the continued

borrowing capacity at the Federal

low interest rate environment. TCF

Home Loan Bank of Des Moines and

also sold $1.6 billion of loans from

$201 million in unused, secured

its auto and consumer real estate

businesses for a pre-tax gain of

$51.4 million in 2013. This was a

revenue source TCF did not have

two years ago.

Banking fees and service charges

totaled $241.2 million in 2013, a

decrease of 5.3 percent year-over-year.

The decline was primarily due to a

change in customer behavior in which

transaction volumes have decreased

and average balances have increased.

This has been partially offset by an

increase in checking accounts due to

decreased attrition as a result of the

Turning the Corner on Credit Quality

“Reduced unemployment levels, improving home values

and work-outs of problem loans have led to consistent

credit improvements within our loan and lease portfolio.”

diverse revenue base than in past

quarter of 2013, partially offset

years and less concentration in any

by a $40.5 million sale of non-accrual

one area. We will continue to explore

loans during the second quarter of

additional revenue opportunities in

2013. Other real estate owned of

return to free checking. Customer

2014 and beyond.

behavior remains an uncertainty

moving forward, but we are confident

that we can continue to grow the

Credit Quality
After seeing positive signs in 2012,

deposit base through our improved

TCF’s credit recovery story really took

customer experience and new

product and service initiatives.

Card revenue in 2013 totaled $51.9

million, a 1.4 percent decrease from

2012, and remains significantly

below historical levels given the

implementation of the Durbin

hold in 2013. Reduced unemployment

levels, improving home values and

work-outs of problem loans have led

to consistent credit improvements

within our loan and lease portfolio.

$68.9 million was down 29 percent

from 2012, partially due to a portfolio

sale of 184 consumer properties during

the first quarter of 2013.

Over 60-day delinquencies, the

leading credit indicator for TCF’s

consumer real estate portfolio,

showed significant improvement

during the year with a decrease of

98 basis points to .40 percent. The

Net charge-offs of .81 percent in 2013

decrease was impacted by the

declined 73 basis points from 2012 as

previously mentioned non-accrual

Amendment in 2011. During 2013, the

home values in our markets showed

policy change for consumer real

Durbin Amendment debate resurfaced

steady improvement. As a result,

estate loans. The leading credit

as the Federal Reserve appealed a U.S.

provision for loan and lease losses in

indicator on the commercial side,

District judge’s ruling that the Federal

2013 totaled $118.4 million, a decrease

accruing classified assets, showed

Reserve’s original rule did not cap debit

of 52.2 percent from 2012.

card interchange fees low enough. This

creates further uncertainty surrounding

interchange; however, TCF’s recent

initiatives to diversify its revenue

sources have reduced its reliance on

card revenue. We will keep a close eye

on this issue in 2014.

TCF made great strides in reducing its

levels of non-accrual loans and leases

and other real estate owned during the

year. Non-accrual loans and leases

declined 27 percent to $277 million.

The decrease was impacted by a non-

We are pleased with the overall credit

accrual policy change for consumer

improvement we saw in 2013. TCF’s

With these various revenue sources,

real estate loans which resulted in an

credit recovery has taken longer than

along with leasing and equipment

additional $48.6 million of loans

many other banks, but has positioned

finance revenue which totaled $92

moving from over 60-day delinquency

us as one of the few banks that still

million in 2013, TCF has a much more

to non-accrual status in the third

has further credit leverage. Our

similar improvement with

a decrease of 30.7 percent to

$156.3 million. Meanwhile, TCF’s

national lending businesses continue

to produce superb credit metrics and

meet expectations.

2013 Annual Report// TCF Financial Corporation and Subsidiaries10

Improving the
Customer Experience

“TCF expects to further

improve the branch

customer experience

in 2014 through product,

service and branding

enhancements along with

channel optimization

initiatives in branch,

Expenses
TCF’s total non-interest expense

was $845.3 million in 2013, down

38 percent from 2012. Excluding the

$550.7 million loss on termination

of debt related to the balance sheet

repositioning in 2012, non-interest

expense increased 4.1 percent in 2013.

Throughout 2012 and 2013, TCF’s

expenses grew as a result of increased

compensation related to the growth of

our national lending businesses,

particularly Gateway One and TCF

Inventory Finance, as well as elevated

regulatory compliance costs

further improves. Lastly, reviewing

and implementing expense reductions

will improve efficiencies company-

wide. In early 2014, TCF will close

nearly 50 branches, many of which

are located in supermarkets, which

will improve the overall efficiencies

of our branch network. While brick

and mortar branches remain vital to

our business model, traffic in these

branches has declined as more

customers are utilizing mobile and

online banking services. As a result,

it is even more important today for

us to look at opportunities to make

our branch network more efficient

associated with the Bank Secrecy Act,

for the organization.

stress testing and other initiatives.

Compensation and employee benefits

expense increased 9 percent in 2013.

Community Outreach
TCF feels it is very important to

Compensation in these businesses

provide monetary and volunteer

will remain elevated as we bring them

support to the communities in which

to scale. Meanwhile, foreclosed real

we serve. In 2013, TCF and its

estate expense declined 32.4 percent

employees generously contributed

in 2013 to $28 million as a result of

over $2.4 million to charitable

improved credit quality and improving

organizations in human services,

home values.

With the strong improvements in

credit quality during the year, expense

control has become the biggest

education, community development

and the arts. TCF employees from

across the company gave their time

by volunteering and serving in

leadership roles at local non-profit

organizations. TCF and its employees

are committed to doing our part to

make a difference in the community.

ATM, online and mobile

headwind for TCF as we move into

platforms.”

2014 and beyond. We are laser-

focused on addressing this issue.

TCF’s goal is to leverage its level of

non-interest expense as a percent of

In addition, TCF supports 20

average assets from 4.62 percent in

Minnesota charter schools serving

national lending businesses have

2013 toward 4.00 percent. This will not

8,500 students. These strong academic

demonstrated the strongest credit

be an easy task, but there are key

charter schools provide a quality

quality and are becoming a larger

steps we can take to achieve this goal.

educational opportunity to all, including

portion of the portfolio. As the

First is continued asset growth as we

disadvantaged children. We are proud

economy continues to improve,

bring Gateway One to scale. Second

to support these schools that make

I am optimistic that we can maintain

are additional reductions in foreclosed

such a meaningful difference in the

strong credit quality.

real estate expenses as credit quality

lives of children in our community.

Keys to Future Success
The building and investing in 2012

and the execution in 2013 have

positioned us well for the future, but

there is more hard work that needs to

be done to achieve our goals. Our

primary goal as we head into 2014

and beyond is to achieve a return on

average assets of 1.25 percent. TCF’s

return on average assets in 2013 was

.87 percent, up 37 basis points from

2012, excluding the balance sheet

• Continued improvements in credit

quality. 2013 was a good year for

TCF in terms of improving credit

quality. Now we need to ensure that

we are able to continue the trends

we have seen into 2014. We believe

that economic improvement, such

as increases in home values, as well

as growth in our strong credit quality

national lending businesses and a

conservative underwriting philosophy

will help us achieve this goal.

Net Charge-offs
Percent

%
7
4
.
1

%
5
4
.
1

%
4
5
.
1

%
4
3
.
1

%
1
8
.
0

repositioning. We are where we need

• Further enhance enterprise risk

to be on the revenue side of the bank,

management. The investments made

09
09

10
10

11
11

12
12

13
13

but we still have a ways to go on the

expense side and with the provision.

Below are some keys to achieving this

goal and other future initiatives:

• Increase revenue while controlling

expenses. A focus will continue to

be placed on identifying additional

in our enterprise risk management

program in 2013 are already paying

off. TCF’s new Chief Risk Officer is

making great strides in further

enhancing the program. Enterprise

risk management will continue to

be a company-wide priority.

sources of revenue while managing

• Maintain strong capital management.

expenses by improving business

We believe that maintaining a

Non-accrual Loans
& Leases and Other
NET CHARGE OFFS
Real Estate Owned
2011
2009
Millions of Dollars
1.34% 1.47% 1.45% 1.54% 0.81%

2012

2010

2013

6
8
4
$
2
0
4
$

6
7
4
$

3
3
4
$

6
4
3
$

09
09

10
10

11
11

12
12

13
13

Non-accrual Loans & Leases and Other Real Estate Owned
2009
$402

• Emphasize good corporate

2010
$486
governance. Our customers and

2012
$476

2011
$433

2013
$346

strong capital position will ensure

that we are prepared for all market-

place situations and are able to

take advantage of marketplace

opportunities. We continue to

operate in excess of Basel III

capital requirements.

• Ensure strong and diverse sources

of liquidity. TCF’s funding sources

are diverse and include a large core

depositor base. Sufficient levels of

liquidity are also available, consisting

of cash held at the Federal Reserve

and unencumbered marketable

stockholders entrust us with their

securities. While maintaining these

money and confidential information,

sources, TCF will continue to explore

and therefore our management

additional avenues to add further

practices demand high standards.

diversity, which will help to ensure

A reputation for honesty and

that TCF is prepared for future

integrity continues to rank at the

growth opportunities.

top of our priorities.

efficiencies.

• Consistent high quality, diversified

loan and lease originations. TCF’s

recent investments in our national

lending platforms have given us the

opportunity to generate consistent

loan and lease originations while

adhering to our conservative

underwriting philosophy. We will

continue to look for additional

asset-generation opportunities.

• Continue to improve the customer

experience. TCF expects to further

improve the branch customer

experience in 2014 through product,

service and branding enhancements

along with channel optimization

initiatives in branch, ATM, online

and mobile platforms.

2013 Annual Report// TCF Financial Corporation and Subsidiaries

12
12

Risks to Our
Business Strategy
TCF is committed to strong risk

management practices that meet our

risk appetite and tolerance. TCF’s

enterprise risk management program

looks to minimize the risks that affect

our business.

• TCF’s loan and lease growth is

coming primarily from our national

lending businesses. TCF has

experienced management teams

with track records of success in

these businesses, but we must

grow cautiously while actively

managing risk.

• Economic risk is still a concern.

Lead Director and Chair of both the

While unemployment and home

Audit and Risk Committees. We

values have shown consistent

appreciate the wealth of valuable

improvement throughout the year,

leadership and counsel he has

we continue to monitor the economy

provided over the years.

in our markets and prepare for

potential challenges in the future.

Finally, I would also like to thank

our team of employees. They have

• TCF takes great pride in listening

had much to digest over the past

to and understanding our customer

two years and have done a terrific

base; however, customer behavior

job executing on our strategies

can change for a number of reasons.

and being a liaison between TCF

In 2013, we saw such changes as

and our customers.

declining transaction volumes and

increasing average balances. We

need to be cognizant of these

potential changes and the impact

they may have on the business.

We have operated and continue

to operate in one of the most

challenging banking environments

in history. At TCF, we have had to

make difficult decisions. We also had

to make significant changes to our

business model. As I stand here today,

I am proud of the investments we

have made over the past two years.

We are a much different looking bank

than we were prior to the crisis, but I

also feel we are now a much stronger

and well-rounded bank. I am excited

about the team we have in place and

opportunities that lie ahead. We

believe we are in the sweet spot of

banking — just where we want to be.

Thank you for your continued support

and investment in TCF.

• Managing interest rate risk given the

possibility of rising rates in the future

is a focus of TCF. We are currently

In Closing
TCF lost a great man in 2013 with

well positioned for a rising rate

the passing of former Chief Executive

environment as 76 percent of our

Officer Lynn Nagorske. Lynn’s

assets are variable rate or short/

contributions to TCF and to the

medium duration fixed rate. In

community were significant both

addition, 71 percent of TCF’s deposits

during his 22 years with TCF and

are low or no interest cost with an

after his retirement. Lynn will forever

average balance of $10.3 billion and

be remembered for his contributions

an average cost of 5 basis points

to TCF, but his passion for his family,

during the fourth quarter of 2013.

his faith and his community will be

• Uncertainty continues to surround

the regulatory environment. In

remembered by those who knew

him best. He will be missed.

particular, the Federal Reserve’s

I would like to thank our Board of

appeal of a judge’s ruling on the

Directors for their guidance and

Durbin Amendment is still outstand-

dedication. This group has provided

ing and the potential impact of the

exceptional leadership through a

William A. Cooper

Consumer Financial Protection

challenging banking environment.

Chairman and Chief Executive Officer

Bureau on the banking industry is

I especially want to thank Jerry

still unknown. TCF will continue to

Schwalbach, who has decided to retire

participate in open and effective

from the Board. Jerry has been on the

communication with our regulators.

Board since 1999 and has served as

FORM 10-K
TCF Financial Corporation
For the fiscal year ended December 31, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(cid:1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2013
or
(cid:3) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from

to
Commission File No. 001-10253

TCF Financial Corporation

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

41-1591444
(I.R.S. Employer Identification No.)

200 Lake Street East, Mail Code EX0-03-A,
Wayzata, Minnesota 55391-1693
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 952-745-2760

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)
Common Stock (par value $.01 per share)
Depositary Shares, each representing a 1/1000th interest in a share of 7.50%
Series A Non-Cumulative Perpetual Preferred Stock
6.45% Series B Non-Cumulative Perpetual Preferred Stock
Warrants (expiring November 14, 2018)

(Name of each exchange on which registered)
New York Stock Exchange

New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.

Yes (cid:1)

No (cid:3)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.

Yes (cid:3)

No (cid:1)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the regist rant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes (cid:1)

No (cid:3)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).

Yes (cid:1) No (cid:3)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:1)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2
of the Exchange Act.

Large accelerated filer (cid:1)
Non-accelerated filer (cid:3) (Do not check if a smaller reporting company)

(cid:3)
Accelerated filer
Smaller reporting company (cid:3)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes (cid:3) No (cid:1)

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter as reported by the New York Stock Exchange, was $2,108,926,689.

As of February 18, 2014, there were 165,468,669 shares outstanding of the registrant’s common stock, par value $.01 per share,
its only outstanding class of common stock.

DOCUMENTS INCORPORATED BY REFERENCE
Specific portions of the Registrant’s definitive Proxy Statement for the 2014 Annual Meeting of Stockholders to be held on
April 23, 2014 are incorporated by reference into Part III hereof.

Table of Contents

Description

Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Part II
Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Other Financial Data

Item 9.
Item 9A.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm

Item 9B.

Other Information

Part III
Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services

Part IV
Item 15.
Signatures
Index to Exhibits

Exhibits and Financial Statement Schedules

Page

2
7
15
15
15
15

16
19
20
50
54
54
55
60
102
104
104
105
106
107

107
107

108
108
108

109
110
111

Part I
Item 1. Business
General

TCF Financial Corporation (‘‘TCF’’ or the ‘‘Company’’), a Delaware corporation incorporated on April 28, 1987, is a national bank
holding company based in Wayzata, Minnesota. Its principal subsidiary is TCF National Bank (‘‘TCF Bank’’), which is
headquartered in Sioux Falls, South Dakota. TCF Bank operates bank branches in Minnesota, Illinois, Michigan, Colorado,
Wisconsin, Indiana, Arizona and South Dakota (TCF’s primary banking markets). TCF delivers retail banking products in over
40 states and commercial banking products mainly in TCF’s primary banking markets. TCF also conducts commercial leasing and
equipment finance business in all 50 states and, to a limited extent, in foreign countries, commercial inventory finance in the U.S.
and Canada and, to a limited extent, in other foreign countries and indirect auto finance business in 45 states. TCF generated total
revenue, defined as net interest income plus total non-interest income, of $1.2 billion, $1.2 billion and $1.1 billion in the U.S.
during 2013, 2012 and 2011, respectively. International revenue was $25.3 million, $21.3 million and $10.4 million during 2013,
2012, and 2011, respectively.

At December 31, 2013, TCF had total assets of $18.4 billion and was the 41st largest publicly traded bank holding company in the
United States based on total assets at September 30, 2013. References herein to the ‘‘Holding Company’’ or ‘‘TCF Financial’’
refer to TCF Financial Corporation on an unconsolidated basis.

TCF provides convenient financial services through multiple channels in its primary banking markets. TCF has developed
products and services designed to meet specific needs of the largest consumer segments in the market. The Company focuses
on attracting and retaining customers through service and convenience, including branches that are open seven days a week and
on most holidays, extensive full-service supermarket branches, automated teller machine (‘‘ATM’’) networks, internet, mobile
and telephone banking. TCF’s philosophy is to generate interest income, fees and other revenue growth through business lines
that emphasize higher yielding assets and low interest-cost deposits. TCF’s growth strategies have included organic growth in
existing businesses, development of new products and services, and new branch expansion and acquisitions. New products and
services are designed to build on existing businesses and expand into complementary products and services through strategic
initiatives. TCF continues to focus on asset growth in its leasing and equipment finance, inventory finance and auto finance
businesses and on making these businesses a more substantial part of its loan and lease portfolio.

TCF’s reportable segments are comprised of Lending, Funding and Support Services. Lending includes retail lending,
commercial banking, leasing and equipment finance, inventory finance and auto finance. Funding includes branch banking and
treasury services, which includes the Company’s investment and borrowing portfolios and management of capital, debt and
market risks, including interest rate and liquidity risks. Support Services includes holding company and corporate functions that
provide data processing, bank operations and other professional services to the operating segments. See ‘‘Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (‘‘Management’s Discussion and
Analysis’’) – Results of Operations – Reportable Segment Results’’ and Note 23 of Notes to Consolidated Financial Statements
for information regarding revenue, income and assets for each of TCF’s reportable segments.

Lending

TCF’s lending strategy is to originate diversified portfolios of high credit quality, primarily secured, loans and leases.

Retail Lending TCF makes consumer loans for personal, family or household purposes, such as home purchases, debt
consolidation, financing of home improvements, autos and education. TCF’s retail lending origination activity primarily consists of
consumer real estate secured lending. It also includes originating loans secured by personal property and, to a limited extent,
unsecured personal loans. Consumer loans are made on a fixed-term basis or a revolving line of credit. TCF does not have any
consumer real estate subprime lending programs nor did it ever originate or purchase from brokers, 2⁄28 adjustable-rate
mortgages (‘‘ARM’’) or option ARM loans. Beginning in 2012, TCF expanded its junior lien lending business through the
development of a national lending platform focused on junior lien loans to high credit quality customers.

Commercial Real Estate and Business Lending Commercial real estate loans are loans originated by TCF that are secured by
commercial real estate, including retail services, multi-family housing, office buildings and, to a lesser extent, commercial real
estate construction loans, mainly to borrowers based in its primary banking markets.

Commercial business loans are loans originated by TCF that are generally secured by various types of business assets including
inventory, receivables, equipment or financial instruments. In limited cases, loans may be originated on an unsecured basis.
Commercial business loans are used for a variety of purposes, including working capital and financing the purchase of

equipment. In 2012, TCF developed a capital funding business specializing in secured, asset-backed and cash flow lending to
smaller middle-market companies in the United States. Approximately 88% of TCF’s commercial business loans outstanding at
December 31, 2013, were to borrowers based in its primary banking markets.

Leasing and Equipment Finance TCF provides a broad range of comprehensive lease and equipment finance products
addressing the diverse financing needs of small to large companies in a growing number of select market segments including
specialty vehicle, manufacturing, medical, construction, and technology. TCF’s leasing and equipment finance businesses, TCF
Equipment Finance, Inc. (‘‘TCF Equipment Finance’’) and Winthrop Resources Corporation (‘‘Winthrop’’), finance equipment in all
50 states and, to a limited extent, in foreign countries. TCF Equipment Finance delivers equipment finance solutions primarily to
small and mid-size companies in various industries with significant diversity in the types of underlying equipment. Winthrop
focuses on providing customized lease financing to meet the special needs of mid-size and large companies and health care
facilities that procure high-tech business essential equipment such as computers, servers, telecommunication and other
technology equipment.

Inventory Finance TCF Inventory Finance, Inc. (‘‘TCF Inventory Finance’’) originates commercial variable-rate loans which are
secured by the underlying floorplan equipment and supported by repurchase agreements from original equipment
manufacturers. The operation focuses on establishing relationships with distributors, dealer buying groups and manufacturers,
giving TCF access to thousands of independent retailers in the areas of powersports, lawn and garden, electronics and appliance,
recreational vehicles, marine, and specialty vehicles. TCF Inventory Finance operates in the United States and Canada and, to a
limited extent, in other foreign countries. TCF Inventory Finance’s portfolio outstandings are impacted by seasonal shipment and
sales activities as dealers receive inventory shipments in anticipation of the upcoming selling season while carrying current
season product. In 2009, TCF Inventory Finance formed a joint venture with The Toro Company (‘‘Toro’’) called Red Iron
Acceptance, LLC (‘‘Red Iron’’). Red Iron provides U.S. distributors and dealers and select Canadian distributors of the Toro(cid:4) and
Exmark(cid:4) brands with reliable, cost-effective sources of financing. TCF and Toro maintain a 55% and 45% ownership interest,
respectively, in Red Iron.

Auto Finance On November 30, 2011, TCF entered the indirect auto lending market through the acquisition of Gateway One
Lending & Finance, LLC (‘‘Gateway One’’). Headquartered in Anaheim, California, Gateway One originates and services loans on
new and used autos to customers through relationships established with nearly 8,500 franchised and independent dealers in
45 states. Gateway One’s business strategy is to maintain strong relationships with key personnel at the dealerships. These
relationships are a significant driver in generating volume and executing a high-touch underwriting approach to minimize credit
losses.

Funding

Branch Banking Deposits from consumers and small businesses are a primary source of TCF’s funds for use in lending and for
other general business purposes. Deposit inflows and outflows are significantly influenced by economic and competitive
conditions, interest rates, market conditions and other factors. Consumer, small business and commercial deposits are attracted
from within TCF’s primary banking markets through the offering of a broad selection of deposit products, including free checking
accounts, money market accounts, regular savings accounts, certificates of deposit and retirement savings plan accounts. TCF’s
marketing strategy emphasizes attracting deposits, primarily in checking accounts, savings accounts and certificates of deposit.
Such deposit accounts are a source of low cost funds and provide fee income, including banking fees and service charges.

At December 31, 2013, TCF had 427 branches, consisting of 194 traditional branches, 225 supermarket branches and 8 campus
branches. TCF operates 192 branches in Illinois, 108 in Minnesota, 53 in Michigan, 36 in Colorado, 25 in Wisconsin, 7 in Arizona, 4
in Indiana and 2 in South Dakota. Of its 225 supermarket branches, TCF had 155 branches in Jewel-Osco(cid:4) stores at
December 31, 2013. In December 2013, TCF executed a realignment of its retail banking system to support its strategic
initiatives, which resulted in a pre-tax charge of $8.9 million in the fourth quarter of 2013. The consolidation of 37 in-store
branches in Illinois and nine in Minnesota (eight in-store branches and one traditional branch) is expected to occur in March 2014.
The ongoing benefit of this branch realignment is expected to exceed the pre-tax charges, together with the estimated financial
impact of related ongoing account attrition, in less than 12 months. See Item 1A. Risk Factors for additional information regarding
the risks related to TCF’s supermarket branch relationships.

Campus banking represents an important part of TCF’s branch banking business. TCF has alliances with the University of
Minnesota, the University of Michigan, the University of Illinois and two other universities. These alliances include exclusive
marketing, naming rights and other agreements. Branches have been opened on many of the college campuses of these
universities. TCF provides multi-purpose campus cards for many of these universities. These cards serve as a school
identification card, ATM card, library card, security card, health care card, phone card and stored value card for vending machines
or similar uses. As of May 2013, TCF was ranked the 6th largest in number of campus card banking relationships in the United

States. At December 31, 2013, there were $292.3 million in campus deposits. TCF has a 25-year naming rights agreement with
the University of Minnesota to sponsor its on-campus football stadium, ‘‘TCF Bank Stadium(cid:4)’’, which opened in 2009.

Non-interest income is a significant source of revenue for TCF and an important factor in TCF’s results of operations. Maintaining
fee and service charge revenue has been challenging as a result of economic conditions, changing customer behavior and the
impact of regulations. Providing a wide range of branch banking services is an integral component of TCF’s business philosophy
and a major strategy for generating additional non-interest income. TCF offers retail checking account customers low-cost,
convenient access to funds at local merchants and ATMs through its debit card programs. TCF’s debit card programs are
supported by interchange fees charged to retailers. Key drivers of banking fees and service charges are the number of deposit
accounts and related transaction activity.

Treasury Services Treasury Services’ primary responsibility is management of liquidity, capital, interest rate risk, and portfolio
investments and borrowings. Treasury Services has authority to invest in various types of liquid assets including, but not limited
to, United States Department of the Treasury (‘‘U.S. Treasury’’) obligations and securities of various federal agencies and U.S.
Government sponsored enterprises, deposits of insured banks, bankers’ acceptances and federal funds. Treasury Services also
has the authority to enter into wholesale borrowing transactions which may be used to compensate for reductions in deposit
inflows or net deposit outflows, or to support lending, leasing and other expansion activities. These borrowings may include
Federal Home Loan Bank (‘‘FHLB’’) advances, brokered deposits, repurchase agreements, federal funds, and other permitted
borrowings from credit worthy counterparties.

Information concerning TCF’s FHLB advances, repurchase agreements, federal funds and other borrowings is set forth in
‘‘Item 7. Management’s Discussion and Analysis – Consolidated Financial Condition Analysis – Borrowings’’ and in Notes 10 and
11 of Notes to Consolidated Financial Statements.

Support Services

TCF’s support services business segment consists of the holding company and corporate functions that provide data processing,
bank operations and other professional services to the operating segments.

Other Information

Activities of Subsidiaries of TCF TCF’s business operations include those conducted by direct and indirect subsidiaries of
TCF Financial, all of which are consolidated for purposes of preparing TCF’s consolidated financial statements. TCF Bank’s
subsidiaries principally engage in leasing and equipment finance, inventory finance and auto finance activities. See ‘‘Item 1.
Business – Lending’’ for more information.

Competition TCF competes with a number of depository institutions and financial service providers experiencing significant
competition in attracting and retaining deposits and in lending activities. Direct competition for deposits comes primarily from
banks, savings institutions, credit unions and investment banks. Additional significant competition for deposits comes from
institutions selling money market mutual funds and corporate and government securities. TCF competes for the origination of
loans with banks, mortgage bankers, mortgage brokers, consumer, and commercial finance companies, credit unions, insurance
companies and savings institutions. TCF also competes nationwide with other companies and banks in the financing of
equipment, inventory and automobiles, leasing of equipment and consumer real estate junior loans. Expanded use of the
Internet has increased competition affecting TCF and its loan, lease and deposit products.

Employees As of December 31, 2013, TCF had 7,449 employees, including 2,008 part-time employees. TCF provides its
employees with comprehensive benefits, some of which are provided on a contributory basis, including medical and dental
plans, a 401(k) savings plan with a company matching contribution, life insurance and short- and long-term disability coverage.

Regulation

TCF Financial, as a publicly held bank holding company, and TCF Bank, which has deposits insured by the Federal Deposit
Insurance Corporation (‘‘FDIC’’), are subject to extensive regulation. Among other things, TCF Financial and TCF Bank are subject
to minimum capital requirements, lending and deposit restrictions and numerous other requirements. TCF Financial’s primary
regulator is the Federal Reserve and TCF Bank’s primary regulator is the Office of the Comptroller of the Currency (‘‘OCC’’).

Regulatory Capital Requirements TCF Financial and TCF Bank are subject to regulatory capital requirements of the Federal
Reserve and the OCC, respectively, as described below. These regulatory agencies are required by law to take prompt action
when institutions are viewed as engaging in unsafe or unsound practices or do not meet certain minimum capital standards. The
Federal Deposit Insurance Corporation Improvement Act of 1991 (‘‘FDICIA’’) defines five levels of capital condition, the highest

of which is ‘‘well-capitalized.’’ It requires that undercapitalized institutions be subjected to various restrictions such as limitations
on dividends or other capital distributions, limitations on growth or restrictions on activities. Undercapitalized banks must develop
a capital restoration plan and the parent bank holding company is required to guarantee compliance with the plan. TCF and
TCF Bank are ‘‘well-capitalized’’ under the FDICIA capital standards as of December 31, 2013.

In July 2013, the Board of Governors of the Federal Reserve System, the OCC and FDIC approved final rules (the ‘‘Final Capital
Rules’’) implementing revised capital requirements to reflect the requirements of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the ‘‘Dodd-Frank Act’’) and the Basel III international capital standards. Among other things,
the Final Capital Rules establish a new capital ratio of common equity Tier 1 capital of 4.5% and a common equity Tier 1 capital
conservation buffer of 2.5% of risk-weighted assets; increase the minimum ratio of Tier 1 capital ratio from 4% to 6% and include
a minimum leverage ratio of 4%; place an emphasis on common equity Tier 1 capital and implement the Dodd-Frank Act phase-
out of certain instruments from Tier 1 capital; and change the risk weights assigned to certain instruments. Failure to meet these
standards would result in limitations on capital distributions as well as executive bonuses. The Final Capital Rules will be
applicable to TCF on January 1, 2015 with conservation buffers phasing in over the subsequent 5 years.

Restrictions on Distributions TCF Financial’s ability to pay dividends is subject to limitations imposed by the Federal Reserve.
In general, Federal Reserve regulatory guidelines require the board of directors of a bank holding company to consider a number
of factors when considering the payment of dividends, including the quality and level of current and future earnings.

Dividends or other capital distributions from TCF Bank to TCF Financial are an important source of funds to enable TCF Financial
to pay dividends on its preferred and common stock, to pay TCF Financial’s obligations, or to meet other cash needs. The ability
of TCF Financial and TCF Bank to pay dividends depends on regulatory policies and regulatory capital requirements and may be
subject to regulatory approval.

In general, TCF Bank may not declare or pay a dividend to TCF Financial in excess of 100% of its net retained profits for the
current year combined with its net retained profits for the preceding two calendar years without prior approval of the OCC.
TCF Bank’s ability to make future capital distributions will depend on its earnings and ability to meet minimum regulatory capital
requirements in effect during current and future periods. These capital adequacy requirements may be higher in the future than
existing minimum regulatory capital requirements. The OCC also has the authority to prohibit the payment of dividends by a
national bank when it determines such payments would constitute an unsafe and unsound banking practice.

In addition, income tax considerations may limit the ability of TCF Bank to make dividend payments in excess of its current and
accumulated tax earnings and profits. Annual dividend distributions in excess of earnings and profits could result in a tax liability
based on the amount of excess earnings distributed and current tax rates.

Regulation of TCF and Affiliates and Insider Transactions TCF Financial is subject to Federal Reserve regulations,
examinations and reporting requirements applicable to bank holding companies. Subsidiaries of bank holding companies like
TCF Bank are subject to certain restrictions in their dealings with holding company affiliates.

A holding company must serve as a source of strength for its subsidiary banks, and the Federal Reserve may require a holding
company to contribute additional capital to an under-capitalized subsidiary bank. In addition, the OCC may assess TCF Financial if
it believes the capital of TCF Bank has become impaired. If TCF Financial were to fail to pay such an assessment within three
months, the Board of Directors must cause the sale of TCF Bank’s stock to cover a deficiency in the capital. In the event of a bank
holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain
the capital of a subsidiary bank would be assumed by the bankruptcy trustee and may be entitled to priority over other creditors.

Under the Bank Holding Company Act of 1956 (‘‘BHCA’’), Federal Reserve approval is required before acquiring more than 5%
control, or substantially all of the assets, of another bank, or bank holding company, or merging or consolidating with such a bank
or bank holding company. The BHCA also generally prohibits a bank holding company, with certain exceptions, from acquiring
direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding
company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, providing
services for its subsidiaries, or conducting activities permitted by the Federal Reserve as being closely related to the business of
banking. Further restrictions or limitations on acquisitions or establishing financial subsidiaries may also be imposed by TCF’s
regulators or examiners.

Restrictions on Acquisitions and Changes in Control Under federal and state law, merger and branch acquisition
transactions may be subject to certain restrictions, including certain nationwide and statewide insured deposit maximum
concentration levels or other limitations. In addition, federal and state laws and regulations contain a number of provisions which
impose restrictions on changes in control of financial institutions such as TCF Bank, and which require regulatory approval prior to
any such changes in control.

Insurance of Accounts As of January 1, 2013, non-interest bearing transaction accounts are added to any of a depositor’s
other deposit accounts and the aggregate balance insured up to at least the standard maximum deposit insurance amount of
$250 thousand per depositor, at each separately chartered FDIC-insured institution.

Under Section 331 of the Dodd-Frank Act, the FDIC insurance assessment base is defined as average total assets minus tangible
equity, which includes liabilities that did not previously enter into the calculation. In addition to risk-based deposit insurance
premiums, additional assessments may be imposed by the Financing Corporation, a separate U.S. government agency affiliated
with the FDIC, on certain insured deposits to pay for the interest cost of Financing Corporation bonds. The Financing Corporation
assessment rate for 2013 was 64 cents for each $100 of deposits. Financing Corporation assessments of $1.1 million,
$1.1 million and $1.2 million were paid by TCF Bank in 2013, 2012 and 2011, respectively.

The Dodd-Frank Act also gave the FDIC much greater discretion to manage the Deposit Insurance Fund (‘‘DIF’’). Among other
things, the Dodd-Frank Act: (1) raised the minimum designated reserve ratio (‘‘DRR’’) from 1.15% to 1.35% and removed the
upper limit on the DRR; (2) requires the DIF to reach 1.35% by September 30, 2020; (3) requires that in setting assessments the
FDIC offset the effect of the DRR reaching 1.35% by September 30, 2020, rather than 1.15% by the end of 2016, on insured
depository institutions with total consolidated assets of less than $10 billion; (4) eliminated the requirement that the FDIC pay
dividends from the fund when the DRR is between 1.35% and 1.5%; and (5) continued the FDIC’s authority to declare dividends
when the DRR at the end of a calendar year is at least 1.5%. On December 15, 2010, the FDIC set the DRR at 2.0% and it has not
changed since that time.

The Dodd-Frank Act requires that, for at least five years, the FDIC must make available to the public the reserve ratio using both
estimated insured deposits and the new assessment base. As of September 30, 2013, the DIF ratio calculated by the FDIC using
estimated insured deposits was .68%. The DIF reserve ratio would have been .33% using the new assessment base. In 2013,
for banks with at least $10 billion in total assets, the annual insurance premiums on bank deposits insured by the DIF ranged from
2.5 cents to 45 cents per $100 of deposits.

Examinations and Regulatory Sanctions TCF is subject to periodic examination by the Federal Reserve, the OCC, the
Consumer Financial Protection Bureau (the ‘‘CFPB’’) and the FDIC. Bank regulatory authorities may impose a number of
restrictions or new requirements on institutions, including, but not limited to, growth limitations, dividend restrictions, increased
regulatory capital requirements, increased loan, lease and real estate loss reserve requirements, increased supervisory
assessments, activity limitations or other restrictions that could have an adverse effect on such institutions, their holding
companies or holders of their debt and equity securities. Certain enforcement actions may not be publicly disclosed by TCF or its
regulatory authorities. Various enforcement remedies, including civil money penalties, may be assessed against an institution or
an institution’s directors, officers, employees, agents or independent contractors. Under the Bank Secrecy Act of 1970 (the
‘‘BSA’’ or ‘‘Bank Secrecy Act’’), the OCC is obligated to take enforcement action where it finds a statutory or regulatory violation
that would constitute a program violation.

In its 2009 examinations of TCF’s compliance with the BSA, the OCC identified instances of non-compliance that constituted a
program violation. On July 20, 2010, TCF Bank agreed to the issuance of a Consent Order (the ‘‘Order’’) by the OCC, TCF Bank’s
primary banking regulator, addressing certain matters related to the BSA. The Order required TCF Bank to address deficiencies in
TCF Bank’s BSA program identified by the OCC, including review and revision of TCF Bank’s BSA risk assessment, BSA
Compliance Program, and Suspicious Activity Report filing procedures and processes. The OCC did not identify any systemic
undetected criminal activity or money laundering. TCF Bank was also required to address the performance of appropriate due
diligence when an account is opened, and to review transactions since November 2008 for compliance. On January 25, 2013,
TCF entered into a settlement agreement with the OCC related to this review. Pursuant to this agreement, TCF agreed to pay a
$10 million civil money penalty. In December 2013, the OCC terminated the Order.

Subsidiaries of TCF Bank may also be subject to state and/or self-regulatory organization licensing, regulation and examination
requirements in connection with certain activities.

National Bank Investment Limitations Permissible investments by national banks are limited by the National Bank Act of
1864 and by rules of the OCC. Non-traditional bank activities permitted by the Gramm-Leach-Bliley Act of 1999 will subject a bank
to additional regulatory limitations or requirements, including a required regulatory capital deduction and application of
transactions with affiliates limitations in connection with such activities.

Dodd-Frank Wall Street Reform and Consumer Protection Act Congress enacted the Dodd-Frank Act in July 2010. The
Dodd-Frank Act created the CFPB and gave it broad rulemaking authority to administer and carry out the purposes and objectives
of the federal consumer financial laws, with respect to all financial institutions that offer financial products and services to
consumers. The CFPB is authorized to make rules identifying and prohibiting acts or practices that are unfair, deceptive or

abusive in connection with any consumer financial product or service. The CFPB has examination and enforcement authority
over all banks and savings institutions with more than $10 billion in assets, including TCF Bank.

Additionally, the Dodd-Frank Act:

(cid:127) Directed the Federal Reserve to issue rules limiting debit-card interchange fees for larger banks;

(cid:127) Removed, after a three-year phase-in period which began January 1, 2013, trust preferred securities as a permitted

component of a bank holding company’s Tier 1 Capital;

(cid:127) Eliminated federal preemption for subsidiaries of national banks and federal savings associations;

(cid:127) Provided for new disclosure and other requirements relating to executive compensation and corporate governance,

including requiring an advisory vote on executive compensation (‘‘Say on Pay’’);

(cid:127) Provided for mortgage reform addressing a customer’s ability to repay, restricted variable-rate lending by requiring the
ability to repay to be determined for variable-rate loans by using the maximum rate that will apply during the first five years
of a variable rate loan, and made more loans subject to requirements for higher cost loans, new disclosures and certain
other restrictions;

(cid:127) Permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to
$250,000 per depositor, retroactive to January 1, 2008; and allowed depository institutions to pay interest on business
checking accounts, and;

(cid:127) Required publicly-traded bank holding companies with assets of $10 billion or more to establish a risk committee of the

Board of Directors responsible for enterprise-wide risk management practices.

Taxation

Federal Taxation TCF’s federal income tax returns are open and subject to examination for 2012 and later tax return years.

State Taxation TCF and/or its subsidiaries currently file tax returns in all states which impose corporate income and franchise
taxes and local tax returns in certain cities and other taxing jurisdictions. The methods of filing, and the methods for calculating
taxable and apportionable income, vary depending upon the laws of the taxing jurisdiction. See ‘‘Item 1A. Risk Factors’’.

See ‘‘Item 7. Management’s Discussion and Analysis – Consolidated Income Statement Analysis – Income Taxes’’ and Notes 1
and 12 of Notes to Consolidated Financial Statements for additional information regarding TCF’s income taxes.

Available Information

TCF’s website, http://ir.tcfbank.com, includes free access to Company news releases, investor presentations, conference calls
to discuss published financial results, TCF’s Annual Report and periodic filings required by the United States Securities and
Exchange Commission (‘‘SEC’’), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports, as soon as reasonably practicable after electronic filing of such material with, or
furnishing it to, the SEC. TCF’s Compensation, Nominating, and Corporate Governance Committee and Audit Committee
charters, Corporate Governance Guidelines, Codes of Ethics and changes to Codes of Ethics and information on all of TCF’s
securities are also available on this website. Stockholders may request these documents in print free of charge by contacting the
Corporate Secretary at TCF Financial Corporation, 200 Lake Street East, Mail Code EX0-01-G, Wayzata, MN 55391-1693.

Item 1A. Risk Factors
Various risks and uncertainties may affect TCF’s business. Any of the risks described below or elsewhere in this Annual Report
on Form 10-K or TCF’s other SEC filings may have a material impact on TCF’s financial condition or results of operations.

TCF’s earnings are significantly affected by general economic and political conditions.

TCF’s operations and profitability are impacted by general business and economic conditions in the local markets in which TCF
operates, the U.S. generally and abroad. Economic conditions have a significant impact on the demand for TCF’s products and
services, as well as the ability of its customers to repay loans, the value of the collateral securing loans, the ability of TCF to sell
loans, the stability of its deposit funding sources and sales revenue at the end of contractual lease terms. A significant decline in
general economic conditions caused by inflation, recession, unemployment, changes in securities markets, changes in housing
market prices or other factors could impact economic conditions and, in turn, could have a material adverse effect on TCF’s
financial condition and results of operations.

Additionally, adverse economic conditions may result in a decline in demand for automobiles or equipment that TCF leases or
finances, which could result in a decline in the amount of new equipment being placed in service, as well as declines in
automobile and equipment values for automobiles and equipment already in service. Adverse economic conditions may also
hinder TCF from expanding the inventory or auto finance businesses by limiting its ability to attract and retain manufacturers and
dealers as expected. Any such difficulties in TCF’s leasing and equipment, inventory and auto finance businesses could have a
material adverse effect on its financial condition and results of operations.

TCF is subject to interest rate risk.

TCF’s earnings and cash flows largely depend upon its net interest income. Interest rates are highly sensitive to many factors that
are beyond TCF’s control, including general economic conditions and policies of various governmental and regulatory agencies,
including the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the
interest TCF receives on loans and other investments and the amount of interest TCF pays on deposits and other borrowings, but
such changes could also affect: (i) TCF’s ability to originate loans and obtain deposits; (ii) the fair value of TCF’s financial assets
and liabilities; and (iii) the average duration of TCF’s interest-earning assets. If the interest rates paid on deposits and other
borrowings increase at a faster rate than the interest rates received on loans and other investments, then TCF’s net interest
income and earnings could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans
and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Although management
believes it has implemented effective asset and liability management strategies, any substantial, unexpected and prolonged
change in market interest rates could have a material adverse effect on its financial condition and results of operations.

An inability to obtain needed liquidity could have a material adverse effect on TCF’s financial condition and results
of operations.

TCF’s liquidity could be limited by an inability to access the capital markets or unforeseen outflows of cash, which could arise due
to circumstances outside of its control, such as a general market disruption or an operational problem that affects TCF or third
parties. TCF’s credit rating is important to its liquidity. A further reduction or anticipated reduction in TCF’s credit ratings could
adversely affect the ability of TCF Bank and its subsidiaries to lend and its liquidity and competitive position, increase its
borrowing costs, limit its access to the capital markets or trigger unfavorable contractual obligations. An inability to meet its
funding needs on a timely basis could have a material adverse effect on TCF’s financial condition and results of operations.

TCF Financial relies on dividends from TCF Bank for most of its liquidity.

TCF Financial is a separate and distinct legal entity from its banking and other subsidiaries. TCF Financial’s liquidity comes
principally from dividends from TCF Bank. These dividends, which are limited by various federal and state regulations, are the
principal source of funds to pay dividends on its preferred and common stock and to meet its other cash needs. In the event
TCF Bank is unable to pay dividends to it, TCF Financial may not be able to pay dividends or other obligations, which would have a
material adverse effect on TCF’s financial condition and results of operations.

Loss of customer deposits could increase TCF’s funding costs.

TCF relies on bank deposits to be a low cost and stable source of funding. TCF competes with banks and other financial
institutions for deposits. If TCF’s competitors raise the rates they pay on deposits, TCF’s funding costs may increase through
either a loss of deposits or an increase in rates paid by TCF to avoid losing deposits. Increased funding costs could reduce TCF’s
net interest margin and net interest income, which could have a material adverse effect on TCF’s financial condition and results of
operations.

The soundness of other financial institutions could adversely affect TCF.

TCF’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of
other financial institutions. TCF routinely executes transactions with counterparties in the financial industry, including brokers
and dealers, commercial banks and other institutional clients. As a result, defaults by, or even rumors regarding, any financial
institutions, or the financial services industry generally, could lead to losses or defaults by TCF or a counterparty. Many of these
transactions expose TCF to credit risk in the event of default of the counterparty or client. In addition, TCF’s credit risk may be
exacerbated when the collateral held by TCF cannot be realized or is liquidated at prices not sufficient to recover the full amount
of the financial exposure. Any such losses could have a material adverse effect on TCF’s financial condition and results of
operations.

TCF relies on its systems and counterparties, and any failures could have a material adverse effect on its financial
condition and results of operations.

TCF settles funds on behalf of financial institutions, other businesses and consumers and receives funds from payment
networks, consumers and other paying agents. TCF’s businesses depend on their ability to process, record and monitor a large
number of complex transactions. If any of TCF’s financial, accounting or other data processing systems fail or if personal
information of TCF’s customers or clients were mishandled or misused (whether by employees or counterparties), TCF could
suffer regulatory consequences, reputational damage and financial losses, any of which could have a material adverse effect on
its financial condition and results of operations.

Additionally, TCF may be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its
control, which may include, for example, computer viruses, electrical or telecommunications outages, natural disasters, terrorist
acts or other damage to property or physical assets. Such disruptions may give rise to loss of services to customers and loss or
liability to TCF. Any system failure could have a material adverse effect on TCF’s financial condition and results of operations.

TCF faces cyber-security and other external risks, including ‘‘denial of service,’’ ‘‘hacking’’ and ‘‘identity theft,’’ that
could adversely affect TCF’s reputation and could have a material adverse effect on TCF’s financial condition and
results of operations.

TCF’s computer systems and network infrastructure present security risks, and could be susceptible to cyber-attacks, such as
denial of service attacks, hacking, terrorist activities or identity theft. Hacking and identity theft risks, in particular, could cause
serious reputational harm. Cyber threats are rapidly evolving and TCF may not be able to anticipate or prevent all such attacks.
While TCF has not experienced a material cyber-security breach, TCF experiences periodic threats to its data and systems,
including malware and computer virus attacks, attempted unauthorized access of accounts, and attempts to disrupt its systems.
TCF may incur increasing costs in an effort to minimize these risks, could be held liable for, and could suffer reputational damage
as a result of, any security breach or loss.

In addition, there have been increasingly sophisticated and large-scale efforts on the part of third parties to breach data security
with respect to financial transactions, including by intercepting account information at locations where customers make
purchases, as well as through the use of social engineering schemes such as ‘‘phishing.’’ For example, large retailers such as
Target Corporation and Neiman Marcus Group LTD LLC have recently reported data breaches resulting in the loss of customer
information. In the event that third parties are able to misappropriate financial information of TCF’s customers, even if such
breaches take place due to weaknesses in other parties’ internal data security procedures, TCF could suffer reputational or
financial losses which could have a material adverse effect on its financial condition and results of operations.

The success of TCF’s supermarket branches depends on the continued long-term success and viability of TCF’s
supermarket partners, TCF’s ability to maintain licenses or lease agreements for its supermarket locations and
customer preferences.

A significant financial decline or change in ownership involving one of TCF’s supermarket partners, including SUPERVALU Inc. or
Jewel-Osco, could result in the loss of supermarket branches or could increase costs to operate the supermarket branches. At
December 31, 2013, TCF had 225 supermarket branches. Supermarket banking continues to play an important role in TCF’s
deposit account strategy. TCF is subject to the risk, among others, that its license or lease for a location or locations will terminate
upon the sale or closure of that location or locations by the supermarket partner. Also, continued difficult economic conditions,
financial or labor difficulties in the supermarket industry, or a decrease in customer utilization of traditional bank branches may
reduce activity in TCF’s supermarket branches. Any of these could have a material adverse effect on TCF’s financial condition and
results of operations.

New lines of business or new products and services may subject TCF to additional risk.

From time to time, TCF may implement new lines of business or offer new products and services within existing lines of
business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets
are not fully developed. In developing and marketing new lines of business and new products or services, TCF may invest
significant time and resources. Initial timetables for the introduction and development of new lines of business and new products
or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance
with regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of a
new line of business or a new product or service. Furthermore, any new line of business or new product or service could have a
significant impact on the effectiveness of TCF’s system of internal controls. Failure to successfully manage these risks in the

development and implementation of new lines of business and new products or services could have a material adverse effect on
TCF’s financial condition and results of operations.

Increased competition in the already highly competitive financial services industry could have a material adverse
effect on TCF’s financial condition and results of operations.

The financial services industry is highly competitive and could become even more competitive as a result of legislative, regulatory
and technological changes, as well as continued industry consolidation, which may increase in connection with current economic
and market conditions. TCF competes with other commercial banks, savings and loan associations, mutual savings banks,
finance companies, mortgage banking companies, credit unions and investment companies. In addition, technology has lowered
barriers to entry and made it possible for non-banks to offer products and services traditionally only provided by banks. Some of
TCF’s competitors have fewer regulatory constraints or lower cost structures. Also, the potential need to adapt to industry
changes in information technology systems, on which TCF and the financial services industry generally highly depend, could
present operational issues and require considerable capital spending. As a result, any increased competition in the already highly
competitive financial services industry could have a material adverse effect on TCF’s financial condition and results of operations.

The allowance for loan and lease losses maintained by TCF may not be sufficient.

All borrowers have the potential to default, and TCF’s remedies may not fully satisfy the obligations owed to TCF. TCF maintains
an allowance for loan and lease losses, which is a reserve established through a provision for loan and lease losses charged to
expense, which represents management’s best estimate of probable credit losses that have been incurred within the existing
portfolio of loans and leases. The level of the allowance for loan and lease losses reflects management’s continuing evaluation of
industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and
regulatory conditions and unidentified losses in the current loan portfolio. The determination of the appropriate level of the
allowance for loan and lease losses involves a high degree of subjectivity and requires management to make significant
estimates of current credit risks using qualitative and quantitative factors, each of which is subject to significant change. Changes
in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans
and other factors may require an increase in the allowance for loan and lease losses. In addition, bank regulatory agencies
periodically review TCF’s allowance for loan and lease losses and may require an increase in the provision for loan and lease
losses or the recognition of additional loan charge-offs, based on judgments different than those of management. An increase in
the allowance for loan and lease losses would result in a decrease in net income, and possibly risk-based capital, and could have a
material adverse effect on TCF’s financial condition and results of operations.

TCF is subject to extensive government regulation and supervision.

TCF Financial, its subsidiary TCF Bank and certain indirect subsidiaries are subject to extensive federal and state regulation and
supervision. Banking regulations are primarily intended to protect bank customers, depositors’ funds, federal deposit insurance
funds and the banking system as a whole, not stockholders. These regulations affect TCF’s revenues, lending practices, capital
structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies
continually review banking laws, regulations and policies for possible changes. A number of new banking rules have been issued
in recent years, in many cases with limited interpretive guidance. Changes to statutes, regulations or regulatory policies,
including changes in interpretation or enforcement of such statutes, regulations or policies, could affect TCF in substantial and
unpredictable ways. For example, in recent years there has also been an increase in the frequency of enforcement actions
brought by regulatory agencies, such as the CFPB, dealing with matters such as indirect auto lending, fair lending, account fees,
loan servicing and other products and services provided to customers. Changes in regulations, regulatory policies and
enforcement activity could subject TCF to reduced revenues, additional costs, limits on the types of financial services and
products it may offer or increased competition from non-banks offering competing financial services and products, among other
things. While TCF has policies and procedures designed to prevent violations of the extensive federal and state regulations it is
subject to, there can be no assurance that such violations will not occur, and failure to comply with these statutes, regulations or
policies could result in sanctions against TCF by regulatory agencies, civil money penalties and reputational damage, any of which
could have a material adverse effect on its financial condition and results of operations.

Further, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (the ‘‘Patriot Act’’), the Bank Secrecy Act and similar laws require financial institutions to develop programs to prevent
them from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are
obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules
require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new
accounts. Failure to comply with these regulations could result in sanctions and possibly fines. In the past, several financial

institutions have received sanctions and some have incurred large fines for non-compliance. On January 25, 2013, TCF entered
into a settlement agreement with the OCC related to TCF’s past compliance with the Bank Secrecy Act, pursuant to which TCF
agreed to pay a $10 million civil money penalty. Violations of these regulations could have a material adverse effect on TCF’s
financial condition and results of operations.

TCF’s earnings are significantly affected by the fiscal and monetary policies of the federal government and its
agencies.

The policies of the Federal Reserve impact TCF significantly. The Federal Reserve regulates the supply of money and credit in the
U.S. Its policies directly and indirectly influence the rate of interest earned on loans and paid on borrowings and interest-bearing
deposits, and also affect the value of financial instruments that TCF holds. Those policies determine to a significant extent the
cost of funds for lending and investing. Changes in those policies are beyond TCF’s control and are difficult to predict. Federal
Reserve policies can also affect TCF’s borrowers, potentially increasing the risk that they may fail to repay their loans. For
example, a tightening of the money supply by the Federal Reserve could increase unemployment or reduce the demand for a
borrower’s products and services. This could adversely affect the borrower’s earnings and ability to repay its loan. As a result,
changes to the fiscal and monetary policies by the Federal Reserve could have a material adverse effect on TCF’s financial
condition and results of operations.

Proposed and future legislative and regulatory initiatives may substantially increase compliance burdens, which
could have a material adverse effect on TCF’s financial condition and results of operations.

Future legislative and regulatory initiatives cannot be fully or accurately predicted. Such proposals may impose more stringent
standards than currently applicable or anticipated with respect to capital and liquidity requirements for depository institutions. For
example, Congress enacted the Dodd-Frank Act in July 2010. Uncertainty remains as to many aspects of its ultimate impact,
which could have a material adverse effect on the financial services industry as a whole and, specifically, on TCF’s financial
condition and results of operations.

In addition, the Dodd-Frank Act created the CFPB, which has examination and enforcement authority over TCF Bank and its
subsidiaries, and gave it broad rulemaking authority to administer and carry out the purposes and objectives of the federal
consumer financial laws with respect to all financial institutions that offer financial products and services to consumers. The
CFPB is authorized to make rules identifying and prohibiting acts or practices that are unfair, deceptive or abusive in connection
with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product
or service. The term ‘‘abusive’’ is new and untested, and uncertainties remain concerning how it will be enforced.

Based on the provisions of the Dodd-Frank Act and anticipated implementing regulations, it is highly likely that banks and bank
holding companies will be subject to significantly increased regulation and compliance obligations that expose TCF to
noncompliance risk and consequences, which could have a material adverse effect on TCF’s financial condition and results of
operations.

TCF’s framework for managing risks may not be effective in mitigating risk and any resulting loss.

TCF’s risk management framework seeks to mitigate risk and any resulting loss. TCF has established processes intended to
identify, measure, monitor, report and analyze the types of risk to which TCF is subject, including liquidity, credit, market, interest
rate, operational, foreign currency, legal and compliance and reputational risk. However, as with any risk management
framework, there are inherent limitations to TCF’s risk management strategies. There may exist, or develop in the future, risks
that TCF has not appropriately anticipated or identified. Any future breakdowns in TCF’s risk management framework could have
a material adverse effect on its financial condition and results of operations.

Failure to keep pace with technological change could adversely affect TCF’s business.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new
technology-driven products and services. TCF’s future success depends, in part, upon its ability to address the needs of its
customers by using technology to provide products and services that will satisfy customer demands, as well as to create
additional efficiencies in its operations. Many of TCF’s competitors have substantially greater resources to invest in technological
improvements. TCF may not be able to effectively implement new technology-driven products and services or be successful in
marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting
the financial services industry could have a material adverse effect on TCF’s financial condition and results of operations.

The Company may be subject to certain risks related to originating and selling loans.

When loans are sold or securitized, it is customary to make representations and warranties to the purchaser or investors about
the loans and the manner in which they were originated. These agreements generally require the repurchase or substitution of
loans in the event TCF breaches any of these representations or warranties. In addition, there may be a requirement to
repurchase loans as a result of borrower fraud or in the event of early payment default of the borrower on a loan. TCF has not
received a significant number of repurchase and indemnity demands from purchasers, and such demands have typically resulted
from borrower fraud and early payment default of the borrower on loans. A material increase in repurchase and indemnity
demands could have a material adverse effect on TCF’s financial condition and results of operations.

TCF retains interest-only strips in connection with certain of its loan sales. The interest-only strip is recorded at fair value at the
time of sale, which represents the present value of future cash flows generated by the loans to be retained by TCF. The value of
these interest-only strips may be affected by factors such as changes in the behavior patterns of customers (including defaults
and prepayments), changes in the strength of the economy and developments in the interest rate markets; therefore, actual
performance may differ from TCF’s expectations. The impact of such factors could have a material adverse effect on the value of
these interest-only strips and on TCF’s financial condition and results of operations.

In addition, TCF relies on the sale of loans to generate earnings and manage its liquidity and capital levels, as well as geographical
and product diversity in its loan portfolio. For example, TCF sold $1.6 billion of loans from its auto and consumer real estate
businesses for a pre-tax gain of $51.4 million in 2013. Disruptions in the financial markets, changes to regulations that reduce the
attractiveness of such loans to purchasers of the loans, or a decrease in the willingness of purchasers to purchase loans in
general, or from TCF, could require TCF to decrease its lending activities or retain a greater portion of the loans it originates.
Although retaining, rather than selling, loans would generate additional interest income, it would result in a decrease in the gains
recognized on the sale of loans, could result in decreased liquidity, and could result in increased credit risk as TCF’s loan portfolio
increased in size from loans it originated but had otherwise planned to sell. As a result, any of these developments could have a
material adverse effect on TCF’s financial condition and results of operations.

Financial institutions depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions, TCF may rely on information furnished by or on behalf of
customers and counterparties, including financial statements, credit reports and other financial information. TCF may also rely on
representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and
completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial
information could cause TCF to enter into unfavorable transactions, which could have a material adverse effect on TCF’s financial
condition and results of operations.

Failure to attract and retain key personnel could have a material adverse effect on TCF’s financial condition and
results of operations.

TCF’s success depends to a large extent upon its ability to attract and retain key personnel. The loss of key personnel could have
a material adverse impact on TCF’s business because of their skills, market knowledge, industry experience and the difficulty of
promptly finding a qualified replacement. Additionally, portions of TCF’s business are relationship driven, and many of its key
personnel have extensive customer relationships. Loss of such key personnel to a competitor could result in the loss of some of
TCF’s customers. As a result, a failure to attract and retain key personnel could have a material adverse effect on TCF’s financial
condition and results of operations.

TCF relies on other companies to provide key components of its business infrastructure.

Third party vendors provide key components of TCF’s business infrastructure, such as internet connections, network access and
transaction and other processing services. While TCF has selected these third party vendors carefully, it does not control their
actions. Any problems caused by these third parties, including as a result of inadequate or interrupted service, could adversely
affect TCF’s ability to deliver products and services to its customers and otherwise to conduct its business. Replacing these third
party vendors could also entail significant delay and expense.

TCF’s internal controls may be ineffective.

Management regularly reviews and updates TCF’s internal controls, disclosure controls and procedures and corporate
governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain
assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or

circumvention of TCF’s controls and procedures or failure to comply with regulations related to controls and procedures could
have a material adverse effect on its financial condition and results of operations.

Negative publicity could damage TCF’s reputation.

Reputation risk, or the risk to earnings and capital from negative public opinion, is inherent in TCF’s business. Negative public
opinion could adversely affect TCF’s ability to keep and attract employees and customers and expose it to adverse legal and
regulatory consequences. Negative public opinion could result from TCF’s actual or alleged conduct in any number of activities,
including lending practices, corporate governance, regulatory compliance, mergers and acquisitions, disclosure, sharing or
inadequate protection of customer information or from actions taken by government regulators and community organizations in
response to such conduct. Because TCF conducts most of its businesses under the ‘‘TCF’’ brand, negative public opinion about
one business could affect its other businesses.

Acquisitions may disrupt TCF’s business and dilute stockholder value.

TCF regularly evaluates merger and acquisition opportunities and conducts due diligence activities related to possible
transactions with banks or other financial institutions. As a result, negotiations may take place and future mergers or acquisitions
involving cash, debt or equity securities may occur at any time. TCF seeks merger or acquisition partners that are culturally
similar, have experienced management and possess either significant market presence or have potential for improved
profitability through financial management, economies of scale or expanded services. Acquiring other banks, businesses or
branches involves potential adverse impact to TCF’s results of operations and various other risks commonly associated with
acquisitions, such as: difficulty in estimating the value of the target company; payment of a premium over book and market
values that may dilute TCF’s tangible book value and earnings per share in the short- and long-term; potential exposure to
unknown or contingent liabilities of the target company; exposure to potential asset quality issues of the target company;
volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts; difficulty and expense
of integrating the operations and personnel of the target company; inability to realize the expected revenue increases, cost
savings, increases in geographic or product presence or other projected benefits; potential disruption to TCF’s business;
potential diversion of TCF management’s time and attention; potential loss of key employees and customers of TCF or the target
company; and potential changes in banking or tax laws or regulations that may affect the target company.

Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing consumers to complete financial transactions through alternative methods that
historically have involved banks. For example, consumers can now maintain funds that would have previously been held as bank
deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete
transactions such as paying bills and transferring funds directly without the assistance of banks. The process of eliminating banks
as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income
generated from those deposits. The loss of these revenue streams and the loss of lower-cost deposits as a source of funds could
have a material adverse effect on TCF’s financial condition and results of operations.

Changes in accounting policies or in accounting standards could materially affect how TCF reports its financial
condition and results of operations.

TCF’s accounting policies are fundamental to the understanding of its financial condition and results of operations. Some of these
policies require the use of estimates and assumptions that may affect the value of TCF’s assets or liabilities and results of
operations. Some of TCF’s accounting policies are critical because they require management to make difficult, subjective and
complex judgments about matters that are inherently uncertain and because materially different amounts would be reported if
different estimates or assumptions were used. If such estimates or assumptions underlying the financial statements are
incorrect, TCF could experience material losses. From time to time the Financial Accounting Standards Board (‘‘FASB’’) and the
SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation
of TCF’s financial statements. These changes are beyond TCF’s control, can be difficult to predict and could materially impact
how TCF reports its financial condition and results of operations. Additionally, TCF could be required to apply a new or revised
standard retrospectively, resulting in it restating prior period financial statements in material amounts.

TCF is subject to examinations and challenges by tax authorities.

TCF is subject to federal, state, and foreign income tax regulations, which often require interpretation due to their complexity.
Changes in income tax regulations or in how the regulations are interpreted could have a material adverse effect on TCF’s results

of operations. In the normal course of business, TCF is routinely subject to examinations and challenges from taxing authorities,
regarding its tax positions. Recently, taxing authorities have become increasingly aggressive in challenging tax positions taken by
financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property
and income tax issues, including tax base, apportionment and tax credit planning. These challenges may result in adjustments to
the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. If any such challenges
are made and are not resolved in TCF’s favor, they could have a material adverse effect on TCF’s financial condition and results of
operations.

Additionally, if TCF’s Real Estate Investment Trust (‘‘REIT’’) affiliate fails to qualify as a REIT, or if states enact legislation taxing
REITs or related entities, TCF’s tax expense would increase. TCF’s REIT and related companies must meet specific provisions of
the Internal Revenue Code of 1986, as amended, and state tax laws. Use of REITs is and has been the subject of federal and state
audits, litigation with state taxing authorities and tax policy debates by various state legislatures.

Significant legal actions could subject TCF to substantial uninsured liabilities.

TCF is subject to various claims related to its operations. These claims and legal actions, including supervisory actions by its
regulators and other government authorities, could involve large monetary claims or penalties, as well as significant defense
costs. To protect itself from the cost of certain kinds of claims, TCF maintains insurance coverage in amounts and with
deductibles that it believes are appropriate for its operations. However, TCF’s insurance coverage only covers certain types of
liability, and such insurance may not continue to be available to TCF at a reasonable cost, or at all. As a result, TCF may be
exposed to substantial uninsured liabilities, which could have a material adverse effect on TCF’s financial condition and results of
operations.

In addition, customers may make claims and take legal action pertaining to TCF’s sale or servicing of various types of loan, lease
and deposit products. Whether customer claims and legal action related to TCF are founded or unfounded, such claims and legal
actions may result in significant financial liability and could adversely affect the market perception of TCF and its products and
services, as well as impact customer demand for those products and services. Any financial liability or reputational damage could
have a material adverse effect on TCF’s financial condition and results of operations.

In particular, the financial services industry has increasingly been targeted by lawsuits alleging infringement of patent rights,
often from patent holding companies seeking to monetize patents they have purchased or otherwise obtained. Regardless of the
scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, the
Company may have to engage in protracted and costly litigation. If the Company is found to infringe one or more patents or other
intellectual property rights, it may be required to pay substantial damages or royalties to a third-party, or it may be subject to a
temporary or permanent injunction prohibiting the Company from utilizing certain technologies. Regardless of the merit of
particular claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations, and distracting to
management.

TCF is subject to environmental liability risk associated with lending activities.

A significant portion of TCF’s loan portfolio is secured by real property. In the ordinary course of business, TCF may foreclose on
and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on
these properties. If hazardous or toxic substances are found, TCF may be liable for remediation costs, as well as for personal
injury and property damage. Environmental laws may require TCF to incur substantial expenses and may materially reduce the
affected property’s value or limit TCF’s ability to use or sell the affected property. In addition, future laws or more stringent
interpretations or enforcement policies with respect to existing laws may increase TCF’s exposure to environmental liability. The
remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect
on TCF’s financial condition and results of operations.

Item 1B. Unresolved Staff Comments
None.

Item 2. Properties
Offices TCF owns its headquarters offices in Wayzata, Minnesota. Other operations facilities, located in Minnesota, Illinois,
California, Michigan, Colorado, South Dakota, Georgia and Ontario, Canada, are either owned or leased. At December 31, 2013,
TCF owned the buildings and land for 145 of its bank branch offices, owned the buildings but leased the land for 23 of its bank
branch offices and leased or licensed the remaining 259 bank branch offices, all of which are functional and appropriately
maintained and are utilized by both the Lending and Funding reportable segments. These branch offices are located in Illinois,
Minnesota, Michigan, Colorado, Wisconsin, Indiana, Arizona and South Dakota. For more information on premises and
equipment, see Note 7 of Notes to Consolidated Financial Statements.

Item 3. Legal Proceedings
From time to time, TCF is a party to legal proceedings arising out of its lending, leasing and deposit operations, including
foreclosure proceedings and other collection actions as part of its lending and leasing collections activities. TCF may also be
subject to enforcement actions brought by federal regulators, including the SEC, the Federal Reserve, the OCC and the CFPB.
From time to time, borrowers and other customers, and employees and former employees, have also brought actions against
TCF, in some cases claiming substantial damages. TCF and other financial services companies are subject to the risk of class
action litigation. Litigation is often unpredictable and the actual results of litigation cannot be determined, and therefore the
ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established.
Based on our current understanding of these pending legal proceedings, management does not believe that judgments or
settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse
effect on the consolidated financial position, operating results or cash flows of TCF. TCF is also subject to regulatory
examinations, and TCF’s regulatory authorities may impose sanctions on TCF for failures related to regulatory compliance. In
December 2013, the OCC terminated the regulatory order related to previously disclosed deficiencies in its BSA compliance
program. TCF Bank has made comprehensive changes to its BSA compliance program and has satisfied the legal and regulatory
requirements of the order.

Item 4. Mine Safety Disclosures
Not applicable.

Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
TCF’s common stock trades on the New York Stock Exchange under the symbol ‘‘TCB’’. The following table sets forth the high
and low prices and dividends declared for TCF’s common stock. The stock prices represent the high and low sale prices for TCF
common stock on the New York Stock Exchange Composite Tape, as reported by Bloomberg.

As of February 18, 2014, there were 6,209 holders of record of TCF’s common stock.

2013
Fourth Quarter
Third Quarter
Second Quarter
First Quarter

2012
Fourth Quarter
Third Quarter
Second Quarter
First Quarter

High

Low

Dividends
Declared

$16.46
16.68
15.32
15.04

$12.49
12.43
12.53
12.58

$14.29
13.69
13.49
12.39

$10.45
9.59
10.43
10.04

$.05
.05
.05
.05

The Board of Directors of TCF Financial and TCF Bank have each adopted a Capital Plan and Dividend Policy. The policies define
how enterprise risk related to capital will be managed, how the adequacy of capital will be measured and the process by which
capital strategy, capital management and preferred and common stock dividend recommendations will be presented to TCF’s
Board of Directors. TCF’s management is charged with ensuring that capital strategy actions, including the declaration of
preferred and common stock dividends, are prudent, efficient and provide value to TCF’s stockholders, while ensuring that past
and prospective earnings retention is consistent with TCF’s capital needs, asset quality, risk profile and overall financial condition.
The Board of Directors intends to continue its practice of paying quarterly cash dividends on TCF’s common stock as justified by
the financial condition of TCF. The declaration and amount of future dividends will depend on circumstances existing at the time,
including TCF’s earnings, level of internally generated common capital excluding earnings, financial condition and capital
requirements, the cash available to pay such dividends (derived mainly from dividends and distributions from TCF Bank), as well
as regulatory and contractual limitations and such other factors as the Board of Directors may deem relevant. Also, dividends for
the current dividend period on all outstanding shares of preferred stock must be declared and paid or declared and a sum
sufficient for the payment thereof must be set aside before any dividend may be declared or paid on TCF’s common stock. In
general, TCF Bank may not declare or pay a dividend to TCF Financial in excess of 100% of its net retained profits for that year
combined with its net retained profits for the preceding two calendar years without prior approval of the OCC. Restrictions on the
ability of TCF Bank to pay cash dividends or possible diminished earnings of TCF may limit the ability of TCF Financial to pay
dividends in the future to holders of its preferred and common stock. In addition, the ability of TCF Financial and TCF Bank to pay
dividends depends on regulatory policies and capital requirements and may be subject to regulatory approval. See ‘‘Item 1.
Business – Regulation – Regulatory Capital Requirements’’, ‘‘Item 1. Business – Regulation – Restrictions on Distributions’’ and
Note 14 of Notes to Consolidated Financial Statements.

Total Return Performance

The following graph compares the cumulative total stockholder return on TCF common stock over the last five fiscal years with
the cumulative total return of the Standard and Poor’s 500 Stock Index, the SNL All Bank and Thrift Index, and a TCF-selected
group of peer institutions over the same period (assuming the investment of $100 in each index on December 31, 2008 and
reinvestment of all dividends). The TCF Peer Group consists of the publicly-traded banks and thrifts with total assets ranging from
$10 billion to $50 billion as of September 30, 2012. The TCF Peer Group is shown below for comparison purposes.

TCF Stock Performance Chart

Total Return Performance

TCF Financial Corporation

SNL Bank and Thrift (1)

S&P 500 Index

TCF Peer Group (2)

250

225

200

175

150

125

100

e
u
l
a
V
x
e
d
n

25
12/31/08

12/31/09

12/31/10

12/31/11

12/31/12

15FEB201404093303
12/31/13

Year Ending

Index
TCF Financial Corporation
SNL Bank and Thrift(1)
S&P 500 Index
TCF Peer Group(2)

12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 12/31/13
130.05
157.46
228.19
138.17

95.92
115.00
172.37
98.09

79.98
85.64
148.59
86.34

102.65
98.66
126.46
91.92

100.00
100.00
100.00
100.00

113.08
110.14
145.51
102.09

(1) Includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in SNL’s coverage universe (446 companies as of December 31,

2013).

(2) The TCF Peer Group consists of the publicly-traded banks and thrifts with total assets ranging from $10 billion to $50 billion as of
September 30, 2012. The TCF Peer Group includes: New York Community Bancorp, Inc.; Hudson City Bancorp, Inc.; Popular, Inc.; First Niagara
Financial Group, Inc.; First Republic Bank, People’s United Financial, Inc.; BOK Financial Corporation; City National Corporation; Synovus
Financial Corp.; First Horizon National Corporation; Associated Banc-Corp; Cullen/Frost Bankers, Inc.; East West Bancorp, Inc.; SVB Financial
Group; First Citizens BancShares, Inc.; Commerce Bancshares, Inc.; Webster Financial Corporation; Hancock Holding Company; Susquehanna
Bancshares, Inc.; Astoria Financial Corporation; Wintrust Financial Corporation; EverBank Financial Corp; Signature Bank; Fulton Financial
Corporation; Valley National Bancorp; First National of Nebraska, Inc.; Flagstar Bancorp, Inc.; FirstMerit Corporation; Prosperity Bancshares,
Inc.; Bank of Hawaii Corporation; UMB Financial Corporation; PrivateBancorp, Inc.; BancorpSouth, Inc.; First BanCorp.; BankUnited, Inc.;
IBERIABANK Corporation; Washington Federal, Inc.; International Bancshares Corporation; F.N.B. Corporation; Umpqua Holdings Corporation;
TFS Financial Corporation; Investors Bancorp, Inc.; Cathay General Bancorp; and Central Bancompany, Inc.

Repurchases of TCF Stock

The following table summarizes common stock share repurchase activity for the quarter ended December 31, 2013.

Period
October 1 to October 31, 2013
Share repurchase program(1)
Employee transactions(2)

November 1 to November 30, 2013

Share repurchase program(1)
Employee transactions(2)

December 1 to December 31, 2013

Share repurchase program(1)
Employee transactions(2)

Total

Share repurchase program(1)
Employee transactions(2)

Total
Number of Shares
Purchased

Average
Price Paid
Per Share

–
2,405

–
–

–
3,024

–
5,429

–
$
$14.48

$
$

–
–

$
–
$16.20

$
–
$15.44

Total

Maximum
Number of Shares Number of Shares
that May Yet
be Purchased
Under the Plan

Purchased as
Part of Publicly
Announced Plan

–
N.A.

5,384,130
N.A.

N.A. Not Applicable
(1) The current share repurchase authorization was approved by the Board of Directors on April 14, 2007, and was announced in a press release
dated April 16, 2007. The authorization was for a repurchase of up to an additional 5% of TCF’s common stock outstanding at the time of the
authorization, or 6.5 million shares. TCF has not repurchased shares since October 2007. Future repurchases will be based upon capital levels,
growth expectations and market opportunities and may be subject to regulatory approval. The ability to repurchase shares in the future may be
adversely affected by new legislation or regulations, or by changes in regulatory policies. This authorization does not have an expiration date.
(2) Represents restricted stock withheld pursuant to the terms of awards under the TCF Financial Incentive Stock Program to offset tax
withholding obligations that occur upon vesting and release of restricted stock. The TCF Financial Incentive Stock Program provides that the
value of shares withheld shall be the average of the high and low prices of common stock of TCF Financial Corporation on the date the relevant
transaction occurs.

Item 6. Selected Financial Data
The selected five-year financial summary presented below should be read in conjunction with the Consolidated Financial
Statements and related notes. Historical data is not necessarily indicative of TCF’s future results of operations or financial
condition. See ‘‘Item 1A. Risk Factors.’’

Five Year Financial Summary

Consolidated Income:

Year Ended December 31,

(Dollars in thousands, except per-share data)

2013

2012

2011

2010

Compound Annual
Growth Rate

5-Year
1-Year
2009 2013/2012 2013/2008

Net interest income
Fees and other revenue
Gains on securities, net

Total revenue
Provision for credit losses
Non-interest expense
Loss on termination of debt

Income (loss) before income tax expense

(benefit)

Income tax expense (benefit)
Income (loss) attributable to non-controlling

interest

Net income (loss) attributable to

TCF Financial Corporation

Preferred stock dividends

Net income (loss) attributable to

common stockholders

Per common share:

Basic earnings (loss)

Diluted earnings (loss)

Dividends declared

N.M. Not Meaningful.

$ 802,624
403,094
964

$ 780,019
388,191
102,232

$ 699,688
437,171
7,263

$ 699,202
508,862
29,123

$ 633,006
496,468
29,387

1,206,682
118,368
845,269
–

1,270,442
247,443
811,819
550,735

1,144,122
200,843
764,451
–

1,237,187
236,437
756,335
–

1,158,861
258,536
756,655
–

2.9%
3.8
(99.1)

(5.0)
(52.2)
4.1
(100.0)

6.2%
(3.2)
(43.0)

2.0
(9.2)
3.3
N.M.

243,045
84,345

(339,555)
(132,858)

178,828
64,441

244,415
90,171

143,670
49,811

N.M.
N.M.

6.0
4.4

7,032

6,187

4,993

3,297

(410)

13.7

N.M.

151,668
19,065

(212,884)
5,606

109,394
–

150,947
–

94,269
18,403

N.M.
N.M.

6.0
49.7

$ 132,603

$ (218,490) $ 109,394

$ 150,947

.82

.20

(1.37) $

.20

.71

.20

1.08

.20

75,866

N.M.

3.7

.60

.40

N.M.

(1.4)

–

(27.5)

Consolidated Financial Condition:

At December 31,

(Dollars in thousands, except per-share data)

2013

2012

2011

2010

Compound Annual
Growth Rate

5-Year
1-Year
2009 2013/2012 2013/2008

Loans and leases
Securities available for sale
Total assets
Checking, savings and money market

deposits

Certificates of deposit

Total deposits

Borrowings
Total Equity
Book value per common share

Financial Ratios:

Return on average assets
Return on average common equity
Net interest margin(1)
Average total equity to average assets
Dividend payout ratio

$15,846,939 $15,425,724 $14,150,255 $14,788,304 $14,590,744
1,910,476
17,885,175

712,091
18,225,917

551,064
18,379,840

1,931,174
18,465,025

2,324,038
18,979,388

12,006,364
2,426,412

11,759,289
2,291,497

11,136,389
1,065,615

10,556,788
1,028,327

10,380,814
1,187,505

14,432,776
1,488,243
1,964,759
10.23

14,050,786
1,933,815
1,876,643
9.79

12,202,004
4,388,080
1,878,627
11.65

11,585,115
4,985,611
1,471,663
10.30

11,568,319
4,755,499
1,175,362
9.10

2.7%

(22.6)
.8

2.1
5.9

2.7
(23.0)
4.7
4.5

3.5%

(22.5)
1.9

9.4
(1.3)

7.1
(20.4)
5.6
2.6

At or For the Year Ended December 31,

2013

2012

2011

2010

2009

.87%

(1.14)%

.61%

.85%

.54%

8.12
4.68
10.46
24.30

(13.33)
4.65
9.66
(14.60)

6.32
3.99
9.24
28.10

10.67
4.15
7.83
18.52

6.57
3.87
7.20
66.67

(1) Net interest income divided by average interest-earning assets.

Credit Quality Ratios:

Non-accrual loans and leases to total loans and leases
Non-accrual loans and leases and other real estate owned to total loans and

leases and other real estate owned

Allowance for loan and lease losses to total loans and leases
Net charge-offs as a percentage of average loans and leases

At or For the Year Ended December 31,
2011
2.11%

2012
2.46%

2010
2.33%

2013
1.75%

2009
2.03%

2.17
1.59
.81

3.07
1.73
1.54

3.03
1.81
1.45

3.26
1.80
1.47

2.74
1.68
1.34

Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Table of Contents

Overview

Results of Operations

Performance Summary

Reportable Segment Results

Consolidated Income Statement Analysis

Net Interest Income

Provision for Credit Losses

Non-Interest Income

Non-Interest Expense

Income Taxes

Consolidated Financial Condition Analysis

Securities Available for Sale

Loans and Leases

Credit Quality

Other Real Estate Owned and Repossessed and Returned Assets

Liquidity Management

Deposits

Borrowings

Contractual Obligations and Commitments

Capital Management

Critical Accounting Policies

Recent Accounting Pronouncements

Legislative and Regulatory Developments

Forward-Looking Information

Page

Management’s discussion and analysis of the consolidated financial condition and results of operations of TCF Financial
Corporation should be read in conjunction with ‘‘Item 1A. Risk Factors’’, ‘‘Item 6. Selected Financial Data’’, and ‘‘Item 8.
Consolidated Financial Statements’’.

Overview

TCF Financial Corporation, a Delaware corporation (‘‘TCF’’ or the ‘‘Company’’), is a national bank holding company based in
Wayzata, Minnesota. Unless otherwise indicated, references herein to ‘‘TCF’’ include its direct and indirect subsidiaries. Its
principal subsidiary, TCF National Bank (‘‘TCF Bank’’), is headquartered in South Dakota. References herein to ‘‘TCF Financial’’
refer to TCF Financial Corporation on an unconsolidated basis. At December 31, 2013, TCF had 427 branches in Illinois,
Minnesota, Michigan, Colorado, Wisconsin, Arizona, Indiana and South Dakota (TCF’s primary banking markets).

Net interest income, the difference between interest income earned on loans and leases, securities available for sale,
investments and other interest-earning assets and interest paid on deposits and borrowings, represented 66.5%, 61.4% and
61.2% of TCF’s total revenue in 2013, 2012 and 2011, respectively. Net interest income can change significantly from period to
period based on general levels of interest rates, customer prepayment patterns, the mix of interest-earning assets and the mix of
interest-bearing and non-interest bearing deposits and borrowings. TCF manages the risk of changes in interest rates on its net
interest income through an Asset/Liability Management Committee and through related interest-rate risk monitoring and
management policies. See ‘‘Part I, Item 1A. Risk Factors’’ and ‘‘Part II, Item 7A. Quantitative and Qualitative Disclosures about
Market Risk’’ for further discussion.

Non-interest income is a significant source of revenue for TCF and an important component of TCF’s results of operations.
Increasing fee and service charge revenue has been challenging as a result of changing customer behavior and the impact of
recent changes in regulations. Providing a wide range of retail banking services is an integral component of TCF’s business
philosophy and a major strategy for generating non-interest income. Key drivers of bank fees and service charges are the number
of deposit accounts and related transaction activity.

The following portions of this Management’s Discussion and Analysis of Financial Condition and Results of Operations
(‘‘Management’s Discussion and Analysis’’) focus in more detail on the results of operations for 2013, 2012 and 2011, and on
information about TCF’s balance sheet, loan and lease portfolio, liquidity, funding resources, capital and other matters.

Results of Operations

Performance Summary TCF reported diluted earnings per common share of 82 cents for 2013, compared with diluted loss
per common share of $1.37 for 2012 and diluted earnings per common share of 71 cents for 2011. TCF reported net income of
$132.6 million for the year ended December 31, 2013, compared with a net loss of $218.5 million and net income of
$109.4 million for the years ended December 31, 2012 and 2011, respectively. TCF’s 2012 net loss included a non-recurring net
after-tax charge of $295.8 million, or $1.87 per common share, related to the repositioning of TCF’s balance sheet completed in
the first quarter of 2012.

On March 13, 2012, TCF announced it had repositioned its balance sheet by prepaying $3.6 billion of long-term debt and selling
$1.9 billion of mortgage-backed securities. TCF’s long-term, fixed-rate debt was originated at market rates that prevailed prior to
the 2008 economic crisis and was significantly above market rates at the time of repositioning. In addition, in late January 2012
the Federal Reserve forecasted interest rates to remain at historically low levels through at least 2014. As a result, this action
better positioned TCF for the current interest rate outlook and reduced TCF’s interest rate risk.

Return on average assets was a positive .87% in 2013, compared with a negative return of 1.14% in 2012 and a positive return of
.61% in 2011. Return on average common equity was a positive 8.12% in 2013, compared with a negative return of 13.33% in
2012 and a positive return of 6.32% in 2011. The negative returns on average assets and average common equity for 2012 were
due to the balance sheet repositioning discussed above.

Reportable Segment Results

Lending TCF’s lending strategy is primarily to originate high credit quality secured loans and leases. The lending portfolio
consists of retail lending, commercial real estate and business lending, leasing and equipment finance, inventory finance and
auto finance. Lending’s disciplined portfolio growth generates earning assets and, along with its fee generating capabilities,
produces a significant portion of the Company’s revenue. Lending generated net income available to common stockholders of
$136.2 million in 2013, compared with net income of $30.9 million and $31.5 million in 2012 and 2011, respectively.

Lending net interest income for 2013 was $568.3 million, up 8.4% from $524.4 million in 2012, which was up 11.5% from
$470.2 million in 2011. These increases were primarily due to higher average balances driven by continued growth in the auto
finance and inventory finance businesses, partially offset by downward pressure on yields across the lending businesses in the
current low-interest rate environment.

Lending provision for credit losses totaled $115.4 million in 2013, down 53% from $245.4 million for 2012, which was up 23.8%
from $198.1 million in 2011. The decrease in 2013 was primarily due to decreased net charge-offs in the consumer real estate
portfolio resulting from improved home values and a reduction in incidents of default, as well as decreased net charge-offs in the
commercial portfolio due to improved credit quality and continued efforts to actively work out problem loans. The increase in
2012 was primarily due to the implementation of clarifying regulatory guidance on consumer loans and increased provision in the
commercial portfolio as TCF aggressively addressed credit issues. See ‘‘Consolidated Income Statement Analysis – Provision for
Credit Losses’’ in this Management’s Discussion and Analysis for further discussion.

Lending non-interest income totaled $168.4 million in 2013, up 21.6% from $138.5 million for 2012, which was up 36.8% from
$101.2 million in 2011. The increases were primarily due to gains on sales of auto finance and consumer real estate loans. See
‘‘Consolidated Income Statement Analysis – Non-Interest Income’’ in this Management’s Discussion and Analysis for further
discussion.

Lending non-interest expense totaled $401.3 million in 2013, up 9.3% from $367.2 million for 2012, which was up 15.3% from
$318.4 million in 2011. The increase in 2013 was primarily due to increased staff levels to support the continued growth of the
auto finance business and expenses related to higher commissions based on production results and performance incentives,
partially offset by reduced expenses related to fewer foreclosed consumer properties and a reduction in write-downs in balances
of existing foreclosed real estate properties as a result of improved real estate property values. The increase in 2012 was
primarily due to the full year impact of the acquisition of the auto finance business acquired in late 2011 as well as increased
staffing levels to support the Bombardier Recreational Products, Inc. program in inventory finance.

Funding TCF’s funding is primarily derived from branch banking and treasury borrowings, with a focus on building and
maintaining quality customer relationships through free checking. Deposits are generated from consumers and small businesses
providing a source of low-cost funds and fee income. Borrowings may be used to offset reductions in deposits or to support
lending activities. Funding reported net income available to common stockholders of $17.3 million in 2013, compared with a net
loss available to common stockholders of $239.3 million and net income available to common stockholders of $77.8 million in
2012 and 2011, respectively. The changes from 2011 to 2012 and 2012 to 2013 were primarily due to the balance sheet
repositioning completed in the first quarter of 2012.

Funding net interest income for 2013 was $237.3 million, down 8.1% from $258.3 million for 2012, which was up 11.5% from
$231.6 million in 2011. The decrease in 2013 was primarily due to a reduction of interest income as a result of lower levels of
mortgage-backed securities. The increase in 2012 was primarily related to the reduced costs of borrowings resulting from the
balance sheet repositioning, partially offset by a reduction of interest income as a result of lower levels of mortgage-backed
securities.

Funding non-interest income totaled $235.2 million in 2013, down 30.6% from $338.9 million for 2012, which was down 6.0%
from $360.6 million in 2011. The decrease in 2013 was primarily due to higher gains on sales of securities during 2012 related to
the balance sheet repositioning, lower transaction activity and higher average checking account balances per customer, partially
offset by a larger account base. The decrease in 2012 was primarily due to lower banking fees and revenues related to changes in
our deposit product fee structure and the full year effect of the new regulations limiting interchange fees associated with our
debit card transactions.

Funding non-interest expense totaled $442.6 million in 2013, down 54.4% from $969.8 million for 2012, which was up 109.3%
from $463.4 million in 2011. The changes from 2011 to 2012 and 2012 to 2013 were primarily due to the loss on termination of
debt in connection with the balance sheet repositioning.

Consolidated Income Statement Analysis

Net Interest Income Net interest income, the difference between interest earned on loans and leases, investments and other
interest-earning assets (interest income), and interest paid on deposits and borrowings (interest expense), represented 66.5% of
TCF’s total revenue in 2013, 61.4% in 2012 and 61.2% in 2011. Net interest income divided by average interest-earning assets is
referred to as the net interest margin, expressed as a percentage. Net interest income and net interest margin are affected by
changes in prevailing short- and long-term interest rates, loan and deposit pricing strategies and competitive conditions, the
volume and the mix of interest-earning assets and interest-bearing liabilities, the level of non-accrual loans and leases and other
real estate owned, and the impact of modified loans and leases.

The following tables summarize TCF’s average balances, interest, dividends, and yields and rates on major categories of TCF’s
interest-earning assets and interest-bearing liabilities on a fully tax-equivalent basis.

Year Ended
December 31, 2013

Year Ended
December 31, 2012

Change

Average
Balance

Interest

Yields
and
Rates

Average
Balance

Yields
and
Interest Rates

Average
Balance

Interest

Yields and
Rates
(bps)

774,917 $ 15,318

1.98% $

574,422 $ 10,404

1.81% $

200,495 $

4,914

(Dollars in thousands)

Assets:

Investments and other
U.S. Government sponsored entities:

Mortgage-backed securities, fixed rate

U.S. Treasury securities
Other securities

648,187
345
98

18,072
–
2

Total securities available for sale(1)

648,630

18,074

Loans and leases held for sale
Loans and leases:

Consumer real estate:

Fixed-rate
Variable-rate

155,337

11,647

3,746,029
2,703,921

217,891
138,192

Total consumer real estate

6,449,950

356,083

Commercial:

Fixed- and adjustable-rate
Variable-rate

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

2,302,594
960,152

120,948
34,564

3,262,746

155,512

3,260,425
1,723,253
907,571
13,088

162,035
103,844
43,921
1,060

Total loans and leases(2)

15,617,033

822,455

Total interest-earning assets

17,195,917

867,494

Other assets(3)

Total assets

Liabilities and Equity:

Non-interest bearing deposits:

Retail
Small business
Commercial and custodial

1,092,681

$18,288,598

$ 1,442,356
771,827
345,713

Total non-interest bearing deposits

2,559,896

Interest-bearing deposits:

Checking
Savings
Money market

Subtotal

Certificates of deposit

2,313,794
6,147,030
818,814

9,279,638
2,369,992

1,485
12,437
2,391

16,313
20,291

Total interest-bearing deposits

11,649,630

36,604

Total deposits

14,209,526

36,604

Borrowings:

Short-term borrowings
Long-term borrowings

Total borrowings

7,685
1,724,002

46
25,266

1,731,687

25,312

Total interest-bearing liabilities

13,381,317

61,916

Total deposits and borrowings

15,941,213

61,916

Other liabilities

Total liabilities

Total TCF Financial Corp. stockholders’

equity

Non-controlling interest in subsidiaries

Total equity

434,763

16,375,976

1,896,131
16,491

1,912,622

Total liabilities and equity

$18,288,598

(54)
7
(132)

(54)

(48)

(11)
7

(8)

(32)
(26)

(41)

(45)
(17)
(122)
5

(26)

(23)

(8)
(13)
(8)

(10)
(2)

(7)

(5)

30
(112)

(86)

(31)

(27)

2.79
.07
2.38

2.79

7.50

5.82
5.11

5.52

5.25
3.60

4.77

4.97
6.03
4.84
8.10

5.27

5.04

.06
.20
.29

.18
.86

.31

.26

.60
1.46

1.46

.46

.39

1,055,868
–
180

35,143
–
7

3.33
–
3.70

(407,681)
345
(82)

(17,071)
–
(5)

1,056,048

35,150

3.33

(407,418)

(17,076)

46,201

3,689

7.98

109,136

7,958

4,254,039
2,503,473

252,233
126,158

5.93
5.04

(508,010)
200,448

(34,342)
12,034

6,757,512

378,391

5.60

(307,562)

(22,308)

2,691,004
794,214

149,793
30,653

5.57
3.86

(388,410)
165,938

(28,845)
3,911

3,485,218

180,446

5.18

(222,472)

(24,934)

3,155,946
1,434,643
296,083
16,549

170,991
88,934
17,949
1,332

5.42
6.20
6.06
8.05

104,479
288,610
611,488
(3,461)

(8,956)
14,910
25,972
(272)

15,145,951

838,043

5.53

471,082

(15,588)

16,822,622

887,286

5.27

373,295

(19,792)

1,233,042

$18,055,664

$ 1,311,561
738,949
317,432

2,367,942

2,256,237
6,037,939
770,104

9,064,280
1,727,859

3,105
19,834
2,859

25,798
15,189

10,792,139

40,987

13,160,081

40,987

.14
.33
.37

.28
.88

.38

.31

(140,361)

232,934

130,795
32,878
28,281

191,954

57,557
109,091
48,710

215,358
642,133

(1,620)
(7,397)
(468)

(9,485)
5,102

857,491

(4,383)

1,049,445

(4,383)

312,417
2,426,655

937
62,680

.30
2.58

(304,732)
(702,653)

(891)
(37,414)

2,739,072

63,617

2.32

(1,007,385)

(38,305)

13,531,211

104,604

15,899,153

104,604

.77

.66

(149,894)

(42,688)

42,060

(42,688)

412,170

16,311,323

1,729,537
14,804

1,744,341

$18,055,664

22,593

64,653

166,594
1,687

168,281

232,934

Net interest income and margin

$805,578

4.68%

$782,682

4.65%

$ 22,896

(1) Average balances and yields of securities available for sale are based upon the historical amortized cost and exclude equity securities.
(2) Average balances of loans and leases include non-accrual loans and leases, and are presented net of unearned income.
(3) Includes operating leases.

Year Ended
December 31, 2012

Year Ended
December 31, 2011

Change

Average
Balance

Interest

Yields
and
Rates

Average
Balance

Yields
and
Interest Rates

Average
Balance

Interest

Yields and
Rates
(bps)

574,422 $ 10,404

1.81% $

820,981 $

7,836

.95% $

(246,559) $

2,568

(Dollars in thousands)

Assets:

Investments and other
U.S. Government sponsored entities:

Mortgage-backed securities, fixed rate

U.S. Treasury securities
Other securities

1,055,868
–
180

35,143
–
7

Total securities available for sale(1)

1,056,048

35,150

Loans and leases held for sale
Loans and leases:

Consumer real estate:

Fixed-rate
Variable-rate

46,201

3,689

4,254,039
2,503,473

252,233
126,158

Total consumer real estate

6,757,512

378,391

Commercial:

Fixed- and adjustable-rate
Variable-rate

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

2,691,004
794,214

149,793
30,653

3,485,218

180,446

3,155,946
1,434,643
296,083
16,549

170,991
88,934
17,949
1,332

Total loans and leases(2)

15,145,951

838,043

Total interest-earning assets

16,822,622

887,286

Other assets(3)

Total assets

Liabilities and Equity:

Non-interest bearing deposits:

Retail
Small business
Commercial and custodial

1,233,042

$18,055,664

$ 1,311,561
738,949
317,432

Total non-interest bearing deposits

2,367,942

Interest-bearing deposits:

Checking
Savings
Money market

Subtotal

Certificates of deposit

2,256,237
6,037,939
770,104

9,064,280
1,727,859

3,105
19,834
2,859

25,798
15,189

Total interest-bearing deposits

10,792,139

40,987

Total deposits

13,160,081

40,987

Borrowings:

Short-term borrowings
Long-term borrowings

Total borrowings

312,417
2,426,655

937
62,680

2,739,072

63,617

Total interest-bearing liabilities

13,531,211

104,604

Total deposits and borrowings

15,899,153

104,604

Other liabilities

Total liabilities

Total TCF Financial Corp. stockholders’

equity

Non-controlling interest in subsidiaries

Total equity

412,170

16,311,323

1,729,537
14,804

1,744,341

Total liabilities and equity

$18,055,664

(54)
(7)
(116)

(46)

(280)

(15)
(9)

(16)

(19)
(47)

(29)

(58)
(99)
275
(76)

(30)

(7)

(7)
(18)
(8)

(15)
9

(9)

(7)

(5)
(171)

(192)

(92)

(78)

3.33
–
3.70

3.33

7.98

5.93
5.04

5.60

5.57
3.86

5.18

5.42
6.20
6.06
8.05

5.53

5.27

.14
.33
.37

.28
.88

.38

.31

.30
2.58

2.32

.77

.66

2,198,188
48,178
329

85,138
34
16

3.87
.07
4.86

(1,142,320)
(48,178)
(149)

(49,995)
(34)
(9)

2,246,695

85,188

3.79

(1,190,647)

(50,038)

1,215

131

10.78

44,986

3,558

4,627,047
2,386,234

281,427
122,532

6.08
5.13

(373,008)
117,239

(29,194)
3,626

7,013,281

403,959

5.76

(255,769)

(25,568)

2,854,327
710,758

164,368
30,742

5.76
4.33

(163,323)
83,456

(14,575)
(89)

3,565,085

195,110

5.47

(79,867)

(14,664)

3,074,207
856,271
363
19,324

184,575
61,583
13
1,702

6.00
7.19
3.31
8.81

81,739
578,372
295,720
(2,775)

(13,584)
27,351
17,936
(370)

14,528,531

846,942

5.83

617,420

(8,899)

17,597,422

940,097

5.34

(774,800)

(52,811)

1,194,550

$18,791,972

$ 1,414,659
698,903
291,986

2,405,548

38,492

(736,308)

(103,098)
40,046
25,446

(37,606)

2,114,098
5,671,889
658,693

8,444,680
1,103,231

4,451
28,942
2,951

36,344
8,764

9,547,911

45,108

11,953,459

45,108

.21
.51
.45

.43
.79

.47

.38

142,139
366,050
111,411

619,600
624,628

(1,346)
(9,108)
(92)

(10,546)
6,425

1,244,228

(4,121)

1,206,622

(4,121)

49,442
4,500,564

171
192,984

.35
4.29

262,975
(2,073,909)

766
(130,304)

4,550,006

193,155

4.24

(1,810,934)

(129,538)

14,097,917

238,263

1.69

(566,706)

(133,659)

16,503,465

238,263

1.44

(604,312)

(133,659)

551,206

17,054,671

1,729,660
7,641

1,737,301

$18,791,972

(139,036)

(743,348)

(123)
7,163

7,040

(736,308)

Net interest income and margin

$782,682

4.65%

$701,834

3.99%

$ 80,848

The following table presents the components of the changes in net interest income by volume and rate.

(In thousands)
Interest income:

Investments and other
U.S. Government sponsored entities:

Mortgage-backed securities, fixed rate
U.S. Treasury Securities

Other securities

Total securities available for sale

Loans and leases held for sale
Loans and leases:

Consumer home equity:

Fixed-rate
Variable-rate

Total consumer real estate

Commercial:

Fixed- and adjustable-rate
Variable-rate

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

Total loans and leases

Total interest income

Interest expense:

Checking
Savings
Money market
Certificates of deposit
Borrowings:

Short-term borrowings
Long-term borrowings
Total borrowings
Total interest expense

Net interest income

Year Ended
December 31, 2013
Versus Same Period in 2012
Increase (Decrease) Due to

Year Ended
December 31, 2012
Versus Same Period in 2011
Increase (Decrease) Due to

Volume(1)

Rate(1)

Total

Volume(1)

Rate(1)

Total

$ 3,903

$ 1,011

$ 4,914

$ (2,883)

5,451

2,568

(12,018)
–
(2)
(12,008)
8,227

(29,117)
10,545
(16,296)

(20,506)
6,150
(10,921)
5,527
17,703
30,367
(277)
26,280
20,023

78
354
174
5,538

(5,053)
–
(3)
(5,068)
(269)

(17,071)
–
(5)
(17,076)
7,958

(5,225)
1,489
(6,012)

(34,342)
12,034
(22,308)

(8,339)
(2,239)
(14,013)
(14,483)
(2,793)
(4,395)
5
(41,868)
(39,815)

(1,698)
(7,751)
(642)
(436)

(28,845)
3,911
(24,934)
(8,956)
14,910
25,972
(272)
(15,588)
(19,792)

(1,620)
(7,397)
(468)
5,102

(39,388)
(34)
(6)
(40,689)
3,591

(22,841)
5,596
(15,072)

(9,439)
3,383
(4,475)
4,776
36,609
17,869
(233)
34,374
(42,714)

279
1,754
460
5,341

(10,607)
–
(3)
(9,349)
(33)

(6,353)
(1,970)
(10,496)

(5,136)
(3,472)
(10,189)
(18,360)
(9,258)
67
(137)
(43,273)
(10,097)

(1,625)
(10,862)
(552)
1,084

(49,995)
(34)
(9)
(50,038)
3,558

(29,194)
3,626
(25,568)

(14,575)
(89)
(14,664)
(13,584)
27,351
17,936
(370)
(8,899)
(52,811)

(1,346)
(9,108)
(92)
6,425

(1,368)
(14,988)
(19,062)
(1,143)
$ 18,806

477
(22,426)
(19,243)
(41,545)
$ 4,090

(891)
(37,414)
(38,305)
(42,688)
$ 22,896

792
(69,951)
(60,665)
(9,230)
$(32,277)

(26)
(60,353)
(68,873)
(124,429)
$ 113,125

766
(130,304)
(129,538)
(133,659)
$ 80,848

(1) Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the

change due to rate. Changes due to volume and rate are calculated independently for each line item presented.

Net interest income, including the impact of tax-equivalent adjustments of $3 million, was $805.6 million for 2013, an increase of
2.9% from $782.7 million in 2012, which was up 11.5% from $701.8 million in 2011. The increase in net interest income in 2013
was primarily driven by higher average loan and lease balances in the auto finance and inventory finance businesses as well as
the balance sheet repositioning which resulted in a reduction to the cost of borrowings, partially offset by a reduction of interest
income on lower levels of mortgage-backed securities. This increase was partially offset by downward pressure on yields across
the lending businesses in this low interest rate environment as well as lower average balances of commercial fixed-rate loans
due to run-off exceeding originations and lower average balances of consumer real estate loans driven by run-off in the first
mortgage real estate business and ongoing loan sales. The increase in net interest income in 2012 was primarily due to the
balance sheet repositioning completed in the first quarter of 2012. Additionally, net interest income increased due to higher
average loan balances in the auto finance, inventory finance, and leasing and equipment finance businesses, partially offset by
reduced interest income due to both lower yields and lower average balances of consumer real estate and commercial loans.

Net interest margin was 4.68%, 4.65% and 3.99% for 2013, 2012 and 2011, respectively. The increase in 2013 was primarily due
to the balance sheet repositioning, partially offset by downward pressure on origination yields in the lending businesses due to
the low interest rate environment as well as a shift in commercial real estate from higher yielding fixed-rate loans to lower
yielding variable-rate loans due to marketplace demand. The increase in 2012 was primarily due to lower average cost of
borrowings due to the effects of the balance sheet repositioning, partially offset by a reduction in interest income on mortgage-
backed securities and rate compression as the leasing and equipment finance and inventory finance portfolios re-priced in the
low rate environment.

Provision for Credit Losses The provision for credit losses is calculated as part of the determination of the allowance for loan
and lease losses which is a critical accounting estimate. TCF’s methodologies for determining and allocating the allowance for
loan and lease losses and the related provision for credit losses focus on historical trends in net charge-offs, delinquencies in the
loan and lease portfolio, value of collateral, general economic conditions and management’s assessment of credit risk in the
current loan and lease portfolio.

The following table summarizes the composition of TCF’s provision for credit losses for the years ended December 31, 2013,
2012 and 2011.

(Dollars in thousands)
Consumer real estate
Commercial
Leasing and equipment

finance

Inventory finance
Auto finance
Other

2013
$ 87,100
12,515

Year Ended December 31,

Change

2012

2011

2013/2012

2012/2011

73.6% $178,496
43,498
10.6

72.1% $163,696
25,555
17.6

81.5% $ (91,396)
(30,983)
12.7

(51.2)% $14,800
17,943
(71.2)

9.0%

70.2

1,005
1,949
13,215
2,584

.8
1.6
11.2
2.2

10,054
6,060
6,726
2,609

4.1
2.4
2.7
1.1

7,395
1,318
–
2,879

3.7
.7
–
1.4

(9,049)
(4,111)
6,489
(25)

(90.0)
(67.8)
96.5
(1.0)

2,659
4,742
6,726
(270)

36.0
N.M.
N.M.
(9.4)

Total

$118,368 100.0% $247,443 100.0% $200,843 100.0% $(129,075)

(52.2)

$46,600

23.2

N.M. Not Meaningful

TCF provided $118.4 million for credit losses in 2013, compared with $247.4 million in 2012 and $200.8 million in 2011. The
decrease in provision expense during 2013 was primarily due to decreased net charge-offs in the consumer real estate portfolio
due to improved home values and a reduction in incidents of default, the decreased net charge-offs in the commercial portfolio
due to improved credit quality and continued efforts to actively work out problem loans, and the impact of the clarifying
bankruptcy-related regulatory guidance related to consumer loans adopted in 2012. The increase in provision expense during
2012 was primarily due to $36.9 million related to the impact of clarifying bankruptcy-related regulatory guidance adopted in 2012
(see Consolidated Financial Condition Analysis – Credit Quality for a discussion about the bankruptcy-related guidance), and
increased provision in the commercial portfolio as TCF aggressively addressed non-accrual loans and leases and classified loans.

Net loan and lease charge-offs were $126.4 million, or .81% of average loans and leases, in 2013, compared with $233.8 million,
or 1.54% of average loans and leases, in 2012 and $211 million, or 1.45% of average loans and leases, in 2011. The 2013
decrease was primarily due to improved credit quality in the consumer real estate portfolio as home values increased and
incidents of default decreased, as well as improved credit quality in the commercial portfolio and continued efforts to actively
work out problem loans. The decrease was further driven by the impact of the clarifying bankruptcy-related regulatory guidance
adopted in 2012. The 2012 increase from 2011 was primarily driven by net charge-offs of $49.3 million in the consumer real
estate portfolio related to the impact of clarifying bankruptcy-related regulatory guidance previously discussed.

Also see ‘‘Consolidated Financial Condition Analysis – Credit Quality – Allowance for Loan and Lease Losses’’ in this
Management’s Discussion and Analysis.

Non-Interest Income Non-interest income is a significant source of revenue for TCF, representing 33.5%, 38.6% and 38.8%
of total revenues in 2013, 2012 and 2011, respectively, and is an important factor in TCF’s results of operations. Fees and other
revenue were $403.1 million for 2013, compared with $388.2 million and $437.2 million in 2012 and 2011, respectively. The
following table summarizes the components of non-interest income.

Year Ended December 31,

(Dollars in thousands)

2013

2012

2011

2010

2009

Fees and service charges
Card revenue
ATM revenue

$166,606
51,920
22,656

$177,953
52,638
24,181

$219,363
96,147
27,927

$273,181
111,067
29,836

$286,908
104,770
30,438

Subtotal

Leasing and equipment finance
Gains on sales of auto loans
Gains on sales of consumer real

estate loans

Other

241,182
92,037
29,699

254,772
92,721
22,101

343,437
89,167
1,133

414,084
89,194
–

422,116
69,113
–

21,692
18,484

5,413
13,184

–
3,434

–
5,584

–
5,239

Fees and other revenue

403,094

388,191

437,171

508,862

496,468

Gains on securities, net

964

102,232

7,263

29,123

29,387

Total non-interest income

$404,058

$490,423

$444,434

$537,985

$525,855

Fees and other revenue as a

percentage of total revenue

N.M. Not Meaningful

33.4%

30.6%

38.2%

41.1%

42.8%

Compound Annual
Growth Rate

1-Year
2013/2012

5-Year
2013/2008

(6.4)%
(1.4)
(6.3)

(5.3)
(.7)
34.4

N.M.
40.2

3.8

(99.1)

(17.6)

(9.3)%

(12.8)
(7.0)

(9.9)
10.7
N.M.

N.M.
8.8

(3.2)

(43.0)

(4.1)

Fees and Service Charges Banking and service fees totaled $166.6 million in 2013, compared with $178 million and
$219.4 million for 2012 and 2011, respectively. The decrease in 2013 was primarily due to lower transaction activity and higher
average checking account balances per customer, partially offset by a larger account base. The decrease in 2012 was primarily
due to the elimination of the monthly maintenance fee with the reintroduction of free checking in the second quarter of 2012 and
a lower number of accounts.

Card Revenue Card revenue, primarily interchange fees, totaled $51.9 million in 2013, compared with $52.6 million and
$96.1 million in 2012 and 2011, respectively. The decrease in 2013 was primarily due to lower card transaction volume. The
decrease in 2012 was primarily due to a decrease in the average interchange rate per transaction as a result of the Durbin
Amendment to the Dodd-Frank Act, which took effect during the fourth quarter of 2011.

TCF is the 14th largest issuer of Visa consumer debit cards and the 13th largest issuer of Visa small business debit cards in the
United States, based on payment volume for the three months ended September 30, 2013, as provided by Visa. TCF earns
interchange revenue from customer card transactions paid primarily by merchants, not TCF’s customers. Card revenue
represented 21.5%, 20.7% and 28% of banking fee revenue for the years ended December 31, 2013, 2012 and 2011,
respectively.

Gains on Sales of Auto Loans TCF sold $795.3 million of auto loans and recognized $29.7 million in associated gains during
2013, compared to sales of $536.7 million and $37.4 million of auto loans with recognized associated gains of $22.1 million and
$1.1 million during 2012 and 2011, respectively. The increases in sales were primarily due to the continued growth of the auto
finance business as TCF continues to sell a percentage of its originations each quarter.

Gains on Sales of Consumer Real Estate Loans TCF sold $763.1 million and $161.8 million of consumer real estate loans and
recognized gains of $21.7 million and $5.4 million for the years ended December 31, 2013 and 2012, respectively. There were no
sales of consumer real estate loans during the year ended December 31, 2011.

The following table presents the components of other non-interest income.

At December 31,

(Dollars in thousands)
Servicing fee income
Investments and insurance
Other

2013

2011

2012
$11,316 $ 6,235 $ 484 $
920
6,029

1,025
6,143

1,105
1,845

2010

– $

1,111
4,473

–
643
4,596

Total other non-interest income

$18,484 $13,184 $3,434 $5,584 $5,239

N.M. Not meaningful.

Compound Annual
Growth Rate

1-Year
2009 2013/2012

5-Year
2013/2008

81.5%
11.4
1.9

40.2

N.M.%
(35.8)
37.6

8.8

Other Non-Interest Income Total other non-interest income totaled $18.5 million in 2013, compared with $13.2 million and
$3.4 million in 2012 and 2011, respectively. The increase in 2013 was primarily due to higher servicing fee income related to the
continued growth of the auto finance managed loans portfolio. The increase in 2012 was primarily driven by servicing fee income
related to the full year impact of the acquisition of the auto finance business acquired in late 2011 and growth in the auto finance
managed loans portfolio.

Gains on Securities, Net During the years ended December 31, 2013, 2012 and 2011, TCF recognized $964 thousand,
$102.2 million and $7.3 million, respectively, in gains related to sales of securities primarily driven by the sales of mortgage-
backed securities. The gains in 2012 include $90.2 million related to sales of mortgage-backed securities (including a pre-tax net
gain of $77 million as a result of the balance sheet repositioning) and a pre-tax net gain of $13.1 million as a result of the sale of
Visa Class B stock.

Non-Interest Expense Non-interest expense decreased $517.3 million, or 38%, in 2013, increased $598.1 million, or 78.2%,
in 2012, and increased $8.1 million, or 1.1%, in 2011. The changes from 2011 to 2012 and 2012 to 2013 were primarily due to the
loss on termination of debt in connection with the balance sheet repositioning. The following table presents the components of
non-interest expense.

(Dollars in thousands)
Compensation and employee

benefits

Occupancy and equipment
FDIC insurance
Operating lease depreciation
Advertising and marketing
Deposit account premiums
Other

Subtotal

Loss on termination of debt
Branch realignment
Foreclosed real estate and
repossessed assets, net

FDIC special assessment
Other credit costs, net

Year Ended December 31,

2013

2012

2011

2010

Compound Annual
Growth Rate

1-Year
2009 2013/2012

5-Year
2013/2008

$429,188 $ 393,841 $348,792 $346,072 $345,868
126,292
19,109
22,368
17,134
30,682
142,817

130,792
30,425
25,378
16,572
8,669
163,897

134,694
32,066
24,500
19,132
2,345
167,777

126,551
23,584
37,106
13,062
17,304
146,253

126,437
28,747
30,007
10,034
22,891
145,489

809,702
–
8,869

27,950
–
(1,252)

769,574
550,735
–

712,397
–
–

709,932
–
–

704,270
–
–

41,358
–
887

49,238
–
2,816

40,385
–
6,018

31,886
8,362
12,137

9.0%
3.0
5.4
(3.5)
15.4
(72.9)
2.4

5.2
(100.0)
N.M.

(32.4)
N.M.
N.M.

(38.0)

3.3%
1.0
60.7
7.0
(.0)
(32.6)
2.8

3.1
N.M.
N.M.

7.8
N.M.
N.M.

3.3

Total non-interest expense

$845,269 $1,362,554 $764,451 $756,335 $756,655

N.M. Not meaningful.

Compensation and Employee Benefits Compensation and employee benefits expense totaled $429.2 million, $393.8 million
and $348.8 million during 2013, 2012 and 2011, respectively. The increase in 2013 was primarily due to increased staff levels to
support the growth of auto finance and expenses related to higher commissions based on production results and performance
incentives. The increase in 2012 was primarily due to the impact of the acquisition of the auto finance business acquired in late
2011 and increased staffing levels to support growth in the inventory finance business.

FDIC Insurance Federal Deposit Insurance Corporation (‘‘FDIC’’) premium expense totaled $32.1 million, $30.4 million and
$28.7 million in 2013, 2012 and 2011, respectively. The increase in 2013 was primarily due to a higher overall assessment base.
The increase in 2012 was primarily the result of changes in the FDIC insurance rate calculations for banks with over $10 billion in
total assets, implemented in April 2011.

Advertising, Marketing and Deposit Account Premiums Advertising and marketing expenses increased to $19.1 million in
2013, compared with $16.6 million in 2012 and $10 million in 2011. Deposit account premiums expense decreased to
$2.3 million in 2013, compared with $8.7 million in 2012 and $22.9 million in 2011. The increases in advertising and marketing
expenses and the decreases in deposit account premiums for 2013 and 2012 are attributable to TCF’s shift in checking account
acquisition strategy with the reintroduction of free checking, which replaced the use of deposit account premiums and focused
on advertising the free checking product.

Other Non-Interest Expense Other non-interest expense totaled $167.8 million in 2013, compared to $163.9 million and
$145.5 million in 2012 and 2011, respectively. The increase in 2013 was primarily due to an increase in regulatory compliance
costs and increased loan and lease processing expense in the consumer real estate and auto finance businesses. The 2012
increase was primarily due to a $10 million accrual for the civil money penalty assessed pursuant to previously disclosed
deficiencies in TCF’s Bank Secrecy Act compliance program.

Loss on Termination of Debt
In connection with the balance sheet repositioning, TCF restructured $3.6 billion of long-term
borrowings that had a 4.3% weighted average rate, at a pre-tax loss of $550.7 million. As part of the debt restructuring, TCF
replaced $2.1 billion of 4.4% weighted average fixed rate, FHLB advances with a mix of floating and fixed-rate, long- and
short-term borrowings with a current weighted average rate of .5%, terminated $1.5 billion of 4.2% weighted average fixed-rate
borrowings under repurchase agreements, and sold $1.9 billion of mortgage-backed securities at a pre-tax gain of $77 million.

Branch Realignment TCF executed a realignment of its retail banking system to support its strategic initiatives, which resulted
in a pre-tax charge of $8.9 million in the fourth quarter of 2013. The consolidation of 37 branches in Illinois and nine branches in
Minnesota (eight in-store branches and one traditional branch) is expected to occur in March 2014. The ongoing benefit of this
branch realignment is expected to exceed the pre-tax charges, together with the estimated financial impact of related ongoing
account attrition, in less than 12 months.

Foreclosed Real Estate and Repossessed Assets, Net Foreclosed real estate and repossessed assets expense, net totaled
$28 million in 2013, compared to $41.4 million in 2012 and $49.2 million in 2011. The decrease in 2013 was primarily due to
reduced expenses related to fewer foreclosed consumer properties primarily driven by a portfolio sale during the first quarter of
2013, a decrease in additions to foreclosed consumer properties, and lower write-downs to existing foreclosed real estate
properties as a result of improved real estate property values. The decrease in 2012 was primarily due to lower write-downs on
consumer real estate properties as a result of a decrease in the number of properties owned and the associated expenses.

Income Taxes Income tax expense represented 34.7% of income before income tax expense in 2013, compared with income
tax benefit of 39.1% of loss before income tax benefit in 2012 and income tax expense of 36% of income before income tax
expense in 2011. The lower effective income tax rate for 2013 compared with 2011 is primarily due to the 2013 decision to
indefinitely reinvest foreign earnings. The higher effective income tax rate for 2012 was primarily due to the 2012 pre-tax loss
compared with pre-tax income in 2011 and 2013.

Consolidated Financial Condition Analysis

Securities Available for Sale Securities available for sale were $551.1 million, or 3% of total assets, at December 31, 2013, as
compared to $712.1 million, or 3.9% of total assets, at December 31, 2012. TCF’s securities available for sale portfolio primarily
consists of fixed-rate mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home
Loan Mortgage Corporation. Net unrealized pre-tax losses on securities available for sale totaled $43 million at December 31,
2013, compared with net unrealized pre-tax gains of $18.8 million at December 31, 2012. During 2013, TCF transferred
$9.3 million in available for sale mortgage-backed securities to held to maturity, reflecting TCF’s intent to hold those securities to
maturity. During March 2012, as part of TCF’s balance sheet repositioning, the Company sold $1.9 billion of U.S. government-
sponsored mortgage-backed securities at a gain of $77 million. TCF may, from time to time, sell treasury and agency securities
and utilize the proceeds to reduce borrowings, fund growth in loans and leases or for other corporate purposes.

Loans and Leases The following tables set forth information about loans and leases held in TCF’s portfolio.

(Dollars in thousands)
Consumer real estate:
First mortgage lien
Junior lien

At December 31,

2013

2012

2011

2010

Compound Annual
Growth Rate
5-Year
1-Year
2009 2013/2012 2013/2008

$ 3,766,421 $ 4,239,524 $ 4,742,423 $ 4,893,887 $ 4,961,347
2,319,222

2,572,905

2,262,194

2,152,868

2,434,977

(11.2)%
5.7

(5.1)%
1.2

Total consumer real estate

6,339,326

6,674,501

6,895,291

7,156,081

7,280,569

(5.0)

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance(1)
Inventory finance
Auto finance
Other

2,743,697
404,655

3,148,352
3,428,755
1,664,377
1,239,386
26,743

3,080,942
324,293

3,405,235
3,198,017
1,567,214
552,833
27,924

3,198,698
250,794

3,449,492
3,142,259
624,700
3,628
34,885

3,328,216
317,987

3,646,203
3,154,478
792,354
–
39,188

3,269,003
449,516

3,718,519
3,071,429
468,805
–
51,422

Total loans and leases

$15,846,939 $15,425,724 $14,150,255 $14,788,304 $14,590,744

(10.9)
24.8

(7.5)
7.2
6.2
124.2
(4.2)

2.7

(2.8)

(1.7)
(4.4)

(2.0)
6.6
N.M
N.M
(15.6)

3.5

N.M. Not Meaningful.
(1) Operating leases of $77.7 million, $82.9 million, $69.6 million, $77.4 million, and $105.9 million at December 31, 2013, 2012, 2011, 2010 and

2009, respectively, are included in other assets in the Consolidated Statements of Financial Condition.

(In thousands)

Geographic Distribution:
Minnesota
Illinois
Michigan
California
Wisconsin
Colorado
Texas
Canada
Florida
New York
Ohio
Pennsylvania
North Carolina
Arizona
New Jersey
Washington
Georgia
Other

Consumer

Real Estate Commercial
$ 793,223
$2,234,964
600,685
1,797,317
545,508
638,736
37,023
435,893
598,353
359,900
165,011
483,230
15,945
220
–
–
42,451
1,139
–
2,000
53,292
4,093
–
15,879
8,087
220
35,269
50,810
4,383
11,261
8,488
91,668
11,569
969
229,065
211,027

At December 31, 2013

Leasing and
Equipment
Finance(1)

Inventory
Finance

99,102 $

112,731
140,945
487,849
65,789
54,763
292,187
1,445
147,906
170,741
138,150
142,729
127,306
74,420
119,861
53,139
87,607
1,112,085

46,618 $
41,240
52,002
49,898
47,502
18,979
126,263
498,538
61,025
54,913
37,516
46,759
32,903
10,066
18,094
20,417
29,525
472,119

Auto
Finance

Other

Total
25,273 $11,853 $ 3,211,033
2,630,447
71,838
1,401,687
21,881
1,250,975
240,284
1,083,187
10,211
751,686
25,610
512,103
77,483
499,983
–
312,545
59,983
272,791
45,101
254,968
21,917
245,523
40,146
217,340
48,824
210,111
39,243
198,981
45,382
197,693
23,972
193,421
63,751
2,402,465
378,487

6,636
2,615
28
1,432
4,093
5
–
41
36
–
10
–
303
–
9
–
(318)

Total

$6,339,326

$3,148,352

$3,428,755 $1,664,377 $1,239,386 $26,743 $15,846,939

(1) Excludes operating leases included in other assets.

Loans and leases outstanding at December 31, 2013, are shown by contractual maturity in the following table.

(In thousands)

Amounts due:

Within 1 year
1 to 2 years
2 to 3 years
3 to 5 years
5 to 10 years
10 to 15 years
Over 15 years

Consumer
Real Estate

Commercial

Leasing and
Equipment
Finance(2)

Inventory
Finance

Auto
Finance

Other

Total

At December 31, 2013(1)

$ 194,989
167,468
187,989
396,466
1,038,733
1,063,618
3,290,063

$ 495,220
437,091
423,873
1,192,043
587,582
10,778
1,765

$1,184,978
868,422
641,794
627,989
105,572
–
–

$1,664,377
–
–
–
–
–
–

$ 232,159
243,509
249,952
427,592
86,174
–
–

$ 6,181
2,490
1,857
2,624
4,025
2,220
7,346

$ 3,777,904
1,718,980
1,505,465
2,646,714
1,822,086
1,076,616
3,299,174

Total after 1 year

6,144,337

2,653,132

2,243,777

–

1,007,227

20,562

12,069,035

Total

$6,339,326

$3,148,352

$3,428,755

$1,664,377

$1,239,386

$26,743

$15,846,939

Amounts due after 1 year on:
Fixed-rate loans and leases
Variable- and adjustable-rate

loans(3)

$3,370,974

$1,711,065

$2,231,892

2,773,363

942,067

11,885

Total after 1 year

$6,144,337

$2,653,132

$2,243,777

–

$1,007,227

$20,220

$ 8,341,378

–

342

3,727,657

$1,007,227

$20,562

$12,069,035

(1) Gross of deferred fees and costs. This table does not include the effect of prepayments, which is an important consideration in management’s
interest-rate risk analysis. Company experience indicates that loans and leases remain outstanding for significantly shorter periods than their
contractual terms.

(2) Excludes operating leases included in other assets.
(3) Excludes fixed-term amounts under lines of credit which are included in the line item Fixed-rate loans and leases.

Consumer Real Estate TCF’s consumer real estate loan portfolio represented 40% of its total loan and lease portfolio at
December 31, 2013, down 3.3% from 43.3% at December 31, 2012. TCF’s consumer real estate portfolio is secured by
mortgages on residential real estate. At December 31, 2013, 59.4% of loan balances were secured by first mortgages and 40.6%
were secured by second mortgages with an average loan size of $111 thousand secured by first mortgages and $43 thousand
secured by second mortgages. At December 31, 2013, 44.2% of the consumer real estate portfolio carried a variable interest
rate tied to the prime rate, compared with 40.7% at December 31, 2012.

At December 31, 2013, 63.7% of TCF’s consumer real estate loan balance consisted of closed-end loans, compared with 68.1%
at December 31, 2012. TCF’s closed-end consumer real estate loans require payments of principal and interest over a fixed term.
The average home value, which is based on original appraisal value, was $319 thousand as of December 31, 2013. At
December 31, 2013 and 2012, 87% and 93.3% of TCF’s consumer real estate loans were in TCF’s primary banking markets.
TCF’s consumer real estate lines of credit require regular payments of interest and do not currently require regular payments of
principal. The average Fair Isaac Corporation (‘‘FICO(cid:4)’’) credit score at loan origination for the retail lending portfolio was 723 as of
December 31, 2013, and 729 as of December 31, 2012. As part of TCF’s credit risk monitoring, TCF obtains updated FICO score
information quarterly. The average updated FICO score for the retail lending portfolio was 717 at December 31, 2013 and
727 December 31, 2012.

TCF’s consumer real estate underwriting standards are intended to produce adequately secured loans to customers with good
credit scores at the origination date. Beginning in 2008, TCF generally has not made new loans in excess of 90% loan-to-value
(‘‘LTV’’) at origination. TCF did not originate or purchase from brokers 2/28 adjustable-rate mortgages (‘‘ARM’’) or Option ARM
loans. TCF also has not originated consumer real estate loans with multiple payment options or loans with ‘‘teaser’’ interest
rates. However, loans at lower LTV ratios have been originated to borrowers with FICO scores below 620 in the normal course of
lending to customers. At December 31, 2013, 43.1% of the consumer real estate loan balance had been originated since
January 1, 2009 with net charge-offs of .2%. TCF’s consumer real estate portfolio is subject to the risk of falling home values and
to the general economic environment, particularly unemployment.

At December 31, 2013, total consumer real estate lines of credit outstanding were $2.5 billion, up from $2.4 billion at
December 31, 2012. Outstanding balances on consumer real estate lines of credit were 66.5% of total lines of credit in 2013
compared to 65.6% in 2012. Home equity lines of credit were $2.3 billion at December 31, 2013, of which 10.2% will reach
maturity or draw period end prior to 2021.

Commercial Lending Commercial real estate loans decreased $337.2 million from December 31, 2012 to $2.7 billion at
December 31, 2013. Variable and adjustable-rate loans represented 45.7% of commercial real estate loans outstanding at
December 31, 2013, compared with 40% at December 31, 2012. Commercial business loans increased $80.4 million to
$404.7 million at December 31, 2013. The overall decrease in commercial lending was due to run-off exceeding new originations
as well as continued efforts to actively work out problem loans. With an emphasis on secured lending, 99% of TCF’s commercial
real estate and commercial business loans were secured either by properties or other business assets at both December 31,
2013 and 2012. As of December 31, 2013, 88.7% of TCF’s commercial real estate loans outstanding were secured by properties
located in its primary banking markets, compared with 90.8% as of December 31, 2012.

The following table summarizes TCF’s commercial real estate loan portfolio by property and loan type.

(Dollars in thousands)

Multi-family housing
Retail services(1)
Office buildings
Warehouse/industrial

buildings

Health care facilities
Hotels and motels
Residential home builders
Other

Number
of Loans

644
299
162

164
54
32
15
75

Permanent

$ 899,604
558,739
349,534

306,322
193,384
165,537
13,196
118,357

At December 31,

2013

Construction and
Development

Total

Number
of Loans

$ 48,395 $ 947,999
569,543
351,568

10,804
2,034

–
33,516
2,710
8,245
33,320

306,322
226,900
168,247
21,441
151,677

819
385
204

204
46
35
18
88

2012

Construction and
Development

Total

$ 65,735 $1,024,627
728,078
453,090

3,670
14,630

21,033
3,735
–
9,212
28,078

338,706
167,024
183,138
30,631
155,648

Permanent

$ 958,892
724,408
438,460

317,673
163,289
183,138
21,419
127,570

Total

1,445

$2,604,673

$139,024 $2,743,697

1,799

$2,934,849

$146,093 $3,080,942

(1) Primarily retail shopping centers and stores, convenience stores, gas stations, restaurants and automobile dealerships.

Leasing and Equipment Finance The following table summarizes TCF’s leasing and equipment finance portfolio by equipment
type, excluding operating leases.

(Dollars in thousands)

Equipment Type
Specialty vehicles
Manufacturing
Construction
Medical
Golf cart and turf
Technology and data processing
Furniture and fixtures
Trucks and trailers
Agricultural
Other

Total

At December 31,

2013

2012

Balance
$ 849,150
407,478
400,425
393,337
327,141
260,849
212,857
150,266
98,582
328,670

Percent
of Total

Balance
24.8% $ 765,705
439,752
11.9
334,940
11.7
418,958
11.5
303,551
9.5
260,829
7.6
163,934
6.2
97,497
4.4
79,686
2.9
333,165
9.5

Percent
of Total
23.9%
13.8
10.5
13.1
9.5
8.2
5.1
3.0
2.5
10.4

$3,428,755

100.0% $3,198,017

100.0%

The leasing and equipment finance portfolio was $3.4 billion at December 31, 2013, compared with $3.2 billion as of
December 31, 2012, and consisted of $1.9 billion of leases and $1.5 billion of loans. Loan and lease originations for leasing and
equipment finance totaled $1.7 billion for 2013, an increase of 2% from 2012. The uninstalled backlog of approved transactions
was $454.4 million at December 31, 2013, compared with $443.1 million at December 31, 2012. The average size of transactions
originated during 2013 was $115 thousand, compared with $106 thousand during 2012. TCF’s leasing and equipment finance
activity is subject to risk of cyclical downturns and other adverse economic developments. In an adverse economic environment,
there may be a decline in the demand for some types of equipment, resulting in a decline in the amount of new equipment being
placed into service as well as a decline in equipment values for equipment previously placed in service. Declines in the value of
leased equipment increase the potential for impairment losses and credit losses due to diminished collateral value, and may
result in lower sales-type revenue at the end of the contractual lease term. See Note 1 of Notes to Consolidated Financial
Statements – Summary of Significant Accounting Policies – Policies Related to Critical Accounting Policies for information on
lease accounting.

At December 31, 2013 and 2012, $68.5 million and $63.9 million, respectively, of TCF’s lease portfolio was discounted with third-
party financial institutions on a non-recourse basis, which is recorded in long-term borrowings. The leasing and equipment
finance portfolio tables above present lease residuals including lease residuals related to non-recourse debt. Lease residuals
represent the estimated fair value of the leased equipment at the expiration of the initial term of the transaction and are reviewed
on an ongoing basis. Any downward revisions in estimated fair value are recorded to expense in the periods in which they
become known. At December 31, 2013, lease residuals totaled $108.2 million, or 9.07% of original equipment value, including
$15.2 million related to non-recourse sales, compared with $118 million, or 9.74% of original equipment value, including
$14.8 million related to non-recourse sales at December 31, 2012.

TCF Inventory Finance The following table summarizes TCF’s inventory finance portfolio by marketing segment.

(Dollars in thousands)

Marketing Segment
Powersports
Lawn and garden
Electronics and appliances
Other

Total

At December 31,

2013

2012

Balance
$ 929,111
298,415
57,264
379,587

Percent
of Total

Balance
55.8% $ 943,704
339,224
18.0
50,394
3.4
233,892
22.8

Percent
of Total
60.2%
21.7
3.2
14.9

$1,664,377

100.0% $1,567,214

100.0%

Inventory finance continued to expand its core programs during 2013, with an increase in the total portfolio to $1.7 billion, or
10.5% of total loans and leases, at December 31, 2013, compared with $1.6 billion, or 10.2% at December 31, 2012. The
increase was primarily due to continued growth in new dealer relationships within the other industries segment. Inventory
finance originations decreased to $5.1 billion in 2013 compared to $5.2 billion in 2012.

Auto Finance TCF’s auto finance loan portfolio represented 7.8% of TCF’s total loan and lease portfolio at December 31, 2013,
compared with 3.6% at December 31, 2012. The auto finance portfolio increased significantly in 2013 to $1.2 billion from
$552.8 million at December 31, 2012, due to continued growth as TCF expands the number of active dealers in its network by
expanding its sales force in existing territories. As of December 31, 2013, the auto finance network included nearly 8,500 active
dealers in 45 states, compared with nearly 6,200 active dealers in 43 states as of December 31, 2012. The auto finance portfolio
consisted of 23.3% new car loans and 76.7% used car loans at December 31, 2013. Auto finance also increased its portfolio of
managed loans, which includes portfolio loans, loans held for sale, and loans sold and serviced for others, to $2.4 billion at
December 31, 2013, from $1.3 billion at December 31, 2012.

Credit Quality The following tables summarize TCF’s loan and lease portfolio based on what TCF believes are the most
important credit quality data that should be used to understand the overall condition of the portfolio. Accruing classified loans and
leases have well-defined weaknesses, but may never become non-accrual or result in a loss. The following items should be
considered throughout the credit quality section.

(cid:127) Within the performing loans and leases, TCF classifies customers within regulatory classification guidelines. Loans and
leases that are ‘‘classified’’ are loans or leases that management has concerns regarding the ability of the borrowers to
meet existing loan or lease terms and conditions, but may never become non-performing or result in a loss.

(cid:127) Loans that are 60+ days delinquent have a higher potential to become non-performing and generally are a leading indicator

for future charge-off trends.

(cid:127) Troubled debt restructurings (‘‘TDRs’’) are loans to troubled borrowers that have been modified such that TCF has granted

a concession in terms to improve the likelihood of collection of all principal and modified interest owed.

(cid:127) Non-accrual loans and leases have been charged down to the estimated fair value of the collateral less selling costs, or

reserved for expected loss upon workout.

Included in Note 6 of Notes to Consolidated Financial Statements, Allowance for Loan and Lease Losses and Credit Quality
Information, are disclosures of loans considered to be ‘‘impaired’’ for accounting purposes. Consumer real estate TDR loans are
evaluated separately in TCF’s allowance methodology. Commercial TDR loans are individually evaluated for impairment.
Impairment is based upon the present value of the expected future cash flows or for collateral dependent loans at the fair value of
collateral less selling expense; however, if payment or satisfaction of the loan is dependent on the operation, rather than the sale,
of the collateral, the impairment does not include selling costs. Impaired loans comprise a portion of non-accrual loans and
accruing TDR loans and therefore are not additive to the information in the table below. Impaired loan accounting policies
prescribe specific methodologies for determining a portion of the allowance for loan and lease losses. Loan modifications to
troubled borrowers are not reported as TDR loans in the calendar years after modification if the loans were modified with an
interest rate equal to or greater than the yields of new loan originations with comparable risk at the time of restructuring, and if
the loan is performing based on the restructured terms; however, these loans are still considered impaired and follow TCF’s
impaired loan reserve policies. In addition, TCF has modified certain loans and leases to troubled borrowers which are not
considered TDR loans because a concession was not granted. These other modified loans and leases totaled $10 million and
$6.1 million at December 31, 2013 and 2012, respectively.

The following table provides a summary of accruing loans and leases by portfolio and regulatory classification, non-accrual loans
and leases by portfolio, and other key credit statistics.

At December 31, 2013

Accruing Non-classified

Accruing Classified

(In thousands)

Pass Special Mention Substandard Doubtful

Consumer real estate
Commercial
Leasing and equipment finance
Inventory finance
Auto finance
Other

$ 6,049,617
2,896,795
3,386,301
1,509,960
1,236,405
26,263

$ 21,309
54,711
15,966
87,024
–
68

$ 49,367
156,307
12,445
64,864
2,511
2

Total loans and leases

$15,105,341

$179,078

$285,496

–
–
2
–
–
–

Total

Total
Accruing Non-accrual

Total Loans
and Leases

$ 6,120,293
3,107,813
3,414,714
1,661,848
1,238,916
26,333

$219,033
40,539
14,041
2,529
470
410

$ 6,339,326
3,148,352
3,428,755
1,664,377
1,239,386
26,743

$15,569,917

$277,022

$15,846,939

Percent of total loans and leases

95.32%

1.13%

1.80%

–%

98.25%

1.75%

100.00%

At December 31, 2012

Accruing Non-classified

Accruing Classified

(In thousands)

Pass

Special Mention

Substandard

Doubtful

Consumer real estate
Commercial
Leasing and equipment finance
Inventory finance
Auto finance
Other

$ 6,259,230
2,891,395
3,150,649
1,495,238
551,578
26,321

$ 65,057
160,559
18,155
59,797
–
30

$115,314
225,535
15,491
10,692
1,154
2

Total loans and leases

$14,374,411

$303,598

$368,188

–
–
70
–
–
–

Total
Accruing

Total
Non-accrual

Total Loans
and Leases

$ 6,439,601
3,277,489
3,184,365
1,565,727
552,732
26,353

$234,900
127,746
13,652
1,487
101
1,571

$ 6,674,501
3,405,235
3,198,017
1,567,214
552,833
27,924

$15,046,267

$379,457

$15,425,724

Percent of total loans and leases

93.18%

1.97%

2.39%

–%

97.54%

2.46%

100.00%

The combined balance of accruing classified loans and leases and non-accrual loans and leases was $562.5 million at
December 31, 2013, a decrease of $185.2 million from December 31, 2012, primarily in the commercial and consumer real
estate portfolios. The decrease was due to continued efforts to actively work out commercial loans, the sale of $40.5 million of
non-accrual consumer real estate loans during the second quarter of 2013, and fewer loans entering non-accrual status due to
improved credit quality, partially offset by $48.6 million of delinquent loans entering non-accrual status due to a change in the
non-accrual policy for consumer real estate loans during the third quarter of 2013. See Note 1 of Notes to the Consolidated
Financial Statements – Summary of Significant Accounting Policies, for information on the non-accrual loans policy.

Past Due Loans and Leases The following tables set forth information regarding TCF’s delinquent loan and lease portfolio,
excluding non-accrual loans and leases. Delinquent balances are determined based on the contractual terms of the loan or lease.
See Note 6 of Notes to Consolidated Financial Statements, Allowance for Loan and Lease Losses and Credit Quality Information,
for additional information.

(Dollars in thousands)
Principal balances:

60-89 days
90 days or more

Total

Percentage of loans and leases:

60-89 days
90 days or more

Total

At December 31,

2013

2012

2011

2010

2009

$27,806
2,846

$38,227
57,796

$ 45,531
72,105

$ 55,618
59,425

$ 54,073
52,056

$30,652

$96,023

$117,636

$115,043

$106,129

.18%
.02

.20%

.26%
.38

.64%

.33%
.52

.85%

.39%
.41

.80%

.38%
.36

.74%

The following table summarizes TCF’s over 60-day delinquent loan and lease portfolio by type, excluding non-accrual loans and
leases.

(Dollars in thousands)
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate(1)

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

Subtotal(2)

Delinquencies in acquired portfolios

Total

At December 31,

2013

Principal
Balances

Percentage of
Portfolio

Principal
Balances

2012
Percentage of
Portfolio

$20,894
3,532

24,426
886
544

1,430
2,401
50
1,877
10

30,194
458

$30,652

.58% $76,020
13,141
.14

.40
.03
.14

.05
.07
–
.15
.04

.19
1.64

89,161
2,259
371

2,630
2,568
119
532
31

95,041
982

1.88%
.55

1.38
.08
.12

.08
.08
.01
.10
.12

.64
.89

.20% $96,023

.64%

(1) Impacted by the transfer of $48.6 million of consumer real-estate loans to non-accrual status in the third quarter of 2013 as a result of a change

to the non-accrual policy.

(2) Excludes delinquencies and non-accrual loans in acquired portfolios, as delinquency and non-accrual migration in these portfolios are not

expected to result in losses exceeding the credit reserves netted against the loan balances.

Loan Modifications The following tables provide a summary of accruing and non-accrual TDR loans by portfolio and regulatory
classification.

(In thousands)
Non-classified accruing TDR:

Consumer real estate
Commercial
Other

2013

2012

At December 31,
2011

2010

2009

$469,586
19,435
93

$417,409
21,755
38

$288,671
2,639
–

$247,321
–
–

–
–
–

–

Total non-classified accruing TDR loans

$489,114

$439,202

$291,310

$247,321

Classified accruing TDR loans:

Consumer real estate
Commercial
Leasing and equipment finance
Inventory finance

$ 37,054
101,436
1,021
4,212

$ 60,853
122,753
1,050
–

$144,407
95,809
776
–

$ 90,080
48,838
–
–

$252,510
–
–
–

Total classified accruing TDR loans

$143,723

$184,656

$240,992

$138,918

$252,510

Total accruing TDR loans:
Consumer real estate
Commercial
Leasing and equipment finance
Inventory finance
Other

$506,640
120,871
1,021
4,212
93

$478,262
144,508
1,050
–
38

$433,078
98,448
776
–
–

$337,401
48,838
–
–
–

$252,510
–
–
–
–

Total accruing TDR loans

$632,837

$623,858

$532,302

$386,239

$252,510

Non-accrual TDR loans:
Consumer real estate
Commercial
Leasing and equipment finance
Auto finance
Other

$134,487
26,209
2,447
470
1

$173,587
92,311
2,794
101
–

$ 46,728
83,154
979
–
–

$ 30,511
17,487
1,284
–
–

$ 15,416
9,586
–
–
–

Total non-accrual TDR loans

$163,614

$268,793

$130,861

$ 49,282

$ 25,002

Total TDR loans:

Consumer real estate
Commercial
Leasing and equipment finance
Inventory finance
Auto finance
Other

Total TDR loans

$641,127
147,080
3,468
4,212
470
94

$651,849
236,819
3,844
–
101
38

$479,806
181,602
1,755
–
–
–

$367,912
66,325
1,284
–
–
–

$267,926
9,586
–
–
–
–

$796,451

$892,651

$663,163

$435,521

$277,512

Over 60-day delinquency as a percentage of total accruing TDR

loans

1.28%

4.34%

5.69%

4.64%

2.48%

TCF modifies loans through forgiveness of interest or reductions in interest rates, extension of payment dates, or term
extensions with reduction of contractual payments, but generally not through reductions of principal.

If TCF has not granted a concession as a result of the modification, compared with the original terms, the loan is not considered a
TDR loan. Modifications involving a concession that are not classified as TDR loans primarily include interest rate changes to
current market rates for similarly situated borrowers who have access to alternative funds. Loan modifications to borrowers who
are not experiencing financial difficulties are not included in the previous reporting of loan modifications. Loan modifications to
troubled borrowers are not reported as TDR loans in the calendar years after modification if the loans were modified to an interest
rate equal to or greater than the yields of new loan originations with comparable risk at the time of restructuring and the loan is
performing based on the restructured terms.

Under consumer real estate programs, TCF typically reduces a customer’s contractual payments for a period of time appropriate
for the borrower’s financial condition. Due to clarifying bankruptcy-related regulatory guidance adopted in the third quarter of
2012, loans discharged in Chapter 7 bankruptcy where the borrower did not reaffirm the debt are reported as non-accrual TDR
loans as a result of the removal of the borrower’s personal liability on the loan. Although loans classified as TDR loans are
considered impaired, TCF received more than 47% of the original contractual interest due on accruing consumer real estate TDR
loans during the year ended 2013, respectively, by modifying the loan to a qualified customer instead of foreclosing on the
property. At December 31, 2013, 1.4% of accruing consumer real estate TDR loans were more than 60-days delinquent,
compared with 5.7% at December 31, 2012. Approximately 7.4% of the $202.3 million of accruing consumer real estate TDR
loans modified within the 24 months preceding December 31, 2013, defaulted during 2013. TCF considers a loan to have
defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to non-accrual status
subsequent to the modification or has been transferred to other real estate owned.

Commercial loans that are 90 or more days past due and not well secured at the time of modification remain on non-accrual
status. Regardless of whether contractual principal and interest payments are well-secured at the time of modification,
equipment finance loans that are 90 or more days past due remain on non-accrual status. All loans modified when on non-accrual
status continue to be reported as non-accrual loans until there is sustained repayment performance for six consecutive months.
At December 31, 2013, 82.2% of total commercial TDR loans were accruing and TCF recognized more than 90% of the original
contractual interest due on accruing commercial TDR loans during 2013. At December 31, 2013, all accruing commercial TDR
loans were current and performing. Approximately 3.3% of the $168.9 million accruing commercial TDR loans modified within
the 24 months preceding December 31, 2013, defaulted during 2013.

A commercial loan may be modified through a term extension with a reduction of contractual payments or a change in interest
rate. Commercial loan modifications which are not classified as TDR loans primarily involve loans on which interest rates were
modified to current market rates for similarly situated borrowers who have access to alternative funds or on which TCF received
additional collateral or loan conditions. Reserves for losses on accruing commercial TDR loans were $6.3 million, or 5.2% of the
outstanding balance, at December 31, 2013, and $1.5 million, or 1% of the outstanding balance, at December 31, 2012.

TCF utilizes a multiple note structure as a workout alternative for certain commercial loans, which restructures a troubled loan
into two notes. When utilizing this multiple note structure, the first note is always classified as a TDR loan. Under TCF policy, the
first note is established at an amount and with market terms that provide reasonable assurance of payment and performance. If
the loan was modified at an interest rate equal to the yield of a new loan origination with comparable risk at the time of
restructuring and the loan is performing based on the terms of the restructuring agreement, this note may be removed from TDR
loan classification in the calendar year after modification. This note is reported on accrual status if the loan has been formally
restructured so as to be reasonably assured of payment and performance according to its modified terms. This evaluation
includes consideration of the customer’s payment performance for a reasonable period of at least six consecutive months, which
may include time prior to the restructuring, before the loan is returned to accrual status. The second note is charged-off. This
second note is a separate and distinct legal contract and may still be outstanding with the borrower. In those cases, should the
borrower’s financial position improve, the loan may become recoverable. At December 31, 2013, ten TDR loans restructured as
multiple notes with a combined total contractual balance of $38.8 million and a remaining book balance of $23.5 million are
included in the preceding table.

For additional information regarding TCF’s loan modifications refer to Note 6 of the Notes to Consolidated Financial Statements –
Allowance for Loan and Lease Losses and Credit Quality Information.

Non-accrual Loans and Leases and Other Real Estate Owned The following table summarizes TCF’s non-accrual loans and
leases and other real estate owned.

(Dollars in thousands)
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

At December 31,

2013

2012

2011

2010

2009

$180,811
38,222

$199,631
35,269

$129,114
20,257

$140,871
26,626

$118,313
20,846

219,033
36,178
4,361

40,539
14,041
2,529
470
410

234,900
118,300
9,446

127,746
13,652
1,487
101
1,571

149,371
104,744
22,775

127,519
20,583
823
–
15

167,497
104,305
37,943

142,248
34,407
1,055
–
50

139,159
77,627
28,569

106,196
50,008
771
–
141

Total non-accrual loans and leases

$277,022

$379,457

$298,311

$345,257

$296,275

Other real estate owned

68,874

96,978

134,898

141,065

105,768

Total non-accrual loans and leases and other real

estate owned

Non-accrual loans and leases to total loans and leases
Non-accrual loans and leases and other real estate
owned to total loans and leases and other real
estate owned

Allowance for loan and lease losses to non-accrual

loans and leases

$345,896

$476,435

$433,209

$486,322

$402,043

1.75%

2.46%

2.11%

2.33%

2.03%

2.17

3.07

3.03

3.26

2.74

91.05

70.40

85.71

76.99

82.51

Non-accrual loans and leases at December 31, 2013 decreased $102.4 million, or 27%, from December 31, 2012, primarily due
to continued efforts to actively work out commercial loans, the sale of $40.5 million of non-accrual consumer real estate loans
during the second quarter of 2013 and improved credit quality in the commercial and consumer real estate portfolios resulting in
fewer loans entering non-accrual status, partially offset by a change in the consumer real estate non-accrual policy during the
third quarter of 2013.

Consumer real estate loans are generally placed on non-accrual status once they become 90 days past due and charged-off to the
estimated fair value of underlying collateral, less estimated selling costs, no later than 150 days past due. Auto loans are
generally charged-off to the fair value of the collateral, less estimated selling costs, upon entering non-accrual status no later than
120 days past due. Any necessary additional reserves are established for commercial loans, leasing and equipment finance loans
and leases, and inventory finance loans when reported as non-accrual. Most of TCF’s non-accrual loans and past due loans are
secured by real estate. Given the nature of these assets and the related mortgage foreclosure, property sale and, if applicable,
mortgage insurance claims processes, it can take 18 months or longer for a loan to migrate from initial delinquency to final
disposition. This resolution process generally takes much longer for loans secured by real estate than for unsecured loans or
loans secured by other property primarily due to state real estate foreclosure laws.

Changes in the amount of non-accrual loans and leases for the years ended December 31, 2013 and 2012 are summarized in the
following tables.

(In thousands)
Balance, beginning of period

Additions
Charge-offs
Transfers to other assets
Return to accrual status
Payments received
Sales
Other, net

At or for the Year Ended December 31, 2013

Consumer

Real Estate Commercial
$127,746
13,315
(27,325)
(13,885)
(9,057)
(53,985)
(309)
4,039

$234,900
222,443
(38,283)
(66,267)
(71,229)
(19,865)
(43,434)
768

Leasing and
Equipment
Finance
$13,652
19,219
(5,461)
(2,252)
(1,748)
(9,267)
–
(102)

Inventory
Finance
$ 1,487
7,608
(721)
(526)
(3,321)
(2,292)
–
294

Auto
Finance
$ 101
497
(10)
(10)
–
(114)
–
6

Other
$1,571
29
(173)
(56)
–
(503)
(453)
(5)

Total
$379,457
263,111
(71,973)
(82,996)
(85,355)
(86,026)
(44,196)
5,000

Balance, end of period

$219,033

$ 40,539

$14,041

$ 2,529

$ 470

$ 410

$277,022

At or for the Year Ended December 31, 2012

(In thousands)
Balance, beginning of period

Additions
Charge-offs
Transfers to other assets
Return to accrual status
Payments received
Other, net

Consumer
Real Estate
$149,371
340,359
(62,591)
(82,632)
(96,137)
(12,827)
(643)

Commercial
$127,519
120,155
(40,502)
(15,044)
(27,692)
(35,480)
(1,210)

Leasing and
Equipment
Finance
$ 20,583
27,138
(19,667)
(2,915)
(1,308)
(10,170)
(9)

Inventory
Finance
823
$
8,784
(736)
(817)
(3,867)
(2,885)
185

Auto
Finance
–
$
110
–
–
–
(13)
4

Other
15
14
(1,188)
(605)
–
(572)
3,907

Total
$ 298,311
496,560
(124,684)
(102,013)
(129,004)
(61,947)
2,234

Balance, end of period

$234,900

$127,746

$ 13,652

$ 1,487

$101

$ 1,571

$ 379,457

Additions to non-accrual loans and leases decreased $233.4 million, charge-offs of non-accrual loans and leases decreased
$52.7 million, non-accrual loans and leases that returned to accrual status decreased $43.6 million, payments received on
non-accrual loan and leases increased $24.1 million and non-accrual loans and leases transferred to other assets decreased
$19 million in 2013 compared with 2012. These changes were primarily driven by a more aggressive workout approach in the
commercial portfolio and improved credit quality in the consumer real estate portfolio as home values improved and incident
rates of default declined.

Allowance for Loan and Lease Losses The determination of the allowance for loan and lease losses is a critical accounting
estimate. TCF’s methodologies for determining and allocating the allowance for loan and lease losses focus on historical trends
in net charge-offs, delinquencies in the loan and lease portfolio, value of collateral, general economic conditions and
management’s assessment of credit risk in the current loan and lease portfolio. The various factors used in the methodologies
are reviewed on a periodic basis.

The Company considers the allowance for loan and lease losses of $252.2 million appropriate to cover losses incurred in the loan
and lease portfolios at December 31, 2013. However, no assurance can be given that TCF will not, in any particular period, sustain
loan and lease losses that are sizable in relation to the amount reserved, or that subsequent evaluations of the loan and lease
portfolio, in light of factors then prevailing, including economic conditions, TCF’s ongoing credit review process or regulatory
requirements, will not require significant changes in the balance of the allowance for loan and lease losses. Among other factors,
a continued economic slowdown, increasing levels of unemployment and/or a decline in commercial or residential real estate
values in TCF’s markets may have an adverse impact on the current adequacy of the allowance for loan and lease losses by
increasing credit risk and the risk of potential loss.

The total allowance for loan and lease losses is generally available to absorb losses from any segment of the portfolio. The
allocation of TCF’s allowance for loan and lease losses disclosed in the following table is subject to change based on changes in
the criteria used to evaluate the allowance and is not necessarily indicative of the trend of future losses in any particular portfolio.

In conjunction with Note 6 of Notes to Consolidated Financial Statements, Allowance for Loan and Lease Losses and Credit
Quality Information, the following table includes detailed information regarding TCF’s allowance for loan and lease losses.

(Dollars in thousands)

Consumer real estate:
First mortgage lien
Junior lien

Consumer real estate

Commercial real estate
Commercial business

Total commercial
Leasing and equipment

finance

Inventory finance
Auto finance
Other

Total allowance for loan

and lease losses
Other credit loss reserves:
Reserves for unfunded

commitments

At December 31,

Allowance as a Percentage of Total
Loans and Leases Outstanding

At December 31,

2013

2012

2011

2010

2009

2013

2012

2011

2010

2009

$133,009
43,021

$119,957
62,056

$115,740
67,695

$105,634
67,216

$ 89,542
75,424

3.53% 2.83% 2.44% 2.16% 1.80%
3.14
1.67

2.97

3.25

2.55

176,030
32,405
5,062

182,013
47,821
3,754

183,435
40,446
6,508

172,850
50,788
11,690

164,966
37,274
6,230

2.78
1.18
1.25

2.73
1.55
1.16

2.66
1.26
2.59

2.42
1.53
3.68

2.27
1.14
1.39

37,467

51,575

46,954

62,478

43,504

1.19

1.51

1.36

1.71

1.17

18,733
8,592
10,623
785

21,037
7,569
4,136
798

21,173
2,996
–
1,114

26,301
2,537
–
1,653

32,063
1,462
–
2,476

.55
.52
.86
2.94

.66
.48
.75
2.86

.67
.48
–
3.19

.83
.32
–
4.22

1.04
.31
–
4.82

252,230

267,128

255,672

265,819

244,471

1.59

1.73

1.81

1.80

1.68

980

2,456

1,829

2,353

3,850

N.A.

Total credit loss reserves

$253,210

$269,584

$257,501

$268,172

$248,321

1.60% 1.75% 1.82% 1.81% 1.70%

N.A. Not Applicable.

At December 31, 2013, the allowance as a percent of total loans and leases decreased to 1.59% compared with 1.73% at
December 31, 2012. The decrease in allowance for loan and lease losses was primarily driven by reduced reserves in the
commercial portfolio as a result of increased net charge-offs from continued efforts to actively work out problem loans and lower
reserve balances in the leasing and equipment finance portfolios as a result of reduced loss experience, partially offset by an
increase in reserve balance as a result of growth in the auto finance portfolio.

The following tables set forth a reconciliation of changes in the allowance for loan and lease losses.

(Dollars in thousands)
Balance at beginning of year
Charge-offs:
Consumer real estate:
First mortgage lien
Junior lien

2013
$ 267,128

Year Ended December 31,
2012
$ 255,672

2011
$ 265,819

2010
$ 244,471

2009
$ 172,442

(60,363)
(37,145)

(101,595)
(83,190)

(94,724)
(62,130)

(78,605)
(56,125)

(55,420)
(53,137)

Total consumer real estate

(97,508)

(184,785)

(156,854)

(134,730)

(108,557)

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto Finance
Other

Total charge-offs

Recoveries:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto Finance
Other

Total recoveries

Net charge-offs

Provision charged to operations
Other

Balance at end of year

(28,287)
(657)

(28,944)
(7,277)
(1,141)
(5,305)
(9,115)

(34,642)
(6,194)

(40,836)
(15,248)
(1,838)
(1,164)
(10,239)

(32,890)
(9,843)

(42,733)
(16,984)
(1,044)
–
(12,680)

(45,682)
(4,045)

(49,727)
(34,745)
(1,484)
–
(16,377)

(35,956)
(9,810)

(45,766)
(29,372)
(205)
–
(18,498)

(149,290)

(254,110)

(230,295)

(237,063)

(202,398)

2,055
6,589

8,644

2,667
103

2,770
3,968
373
607
6,518

1,067
4,582

5,649

1,762
197

1,959
5,058
333
30
7,314

510
3,233

3,743

1,502
152

1,654
4,461
193
–
9,262

22,880

20,343

19,313

2,237
2,633

4,870

724
603

1,327
4,100
339
–
11,338

21,974

808
1,129

1,937

440
697

1,137
2,053
23
–
10,741

15,891

(126,410)
118,368
(6,856)

(233,767)
247,443
(2,220)

(210,982)
200,843
(8)

(215,089)
236,437
–

(186,507)
258,536
–

$ 252,230

$ 267,128

$ 255,672

$ 265,819

$ 244,471

Net charge-offs as a percentage of average loans and

leases

0.81%

1.54%

1.45%

1.47%

1.34%

Consumer real estate net charge-offs during 2013 decreased $90.3 million from 2012. The decrease was primarily due to
additional net charge-offs of $49.3 million related to the impact of bankruptcy-related regulatory guidance adopted in 2012, as
well as improved portfolio performance as a result of increasing residential real estate values and a reduction in incidents of
default. During 2013, commercial net charge-offs decreased $12.7 million from 2012 primarily due to improved credit quality
along with continued efforts to actively work out problem loans. During 2013, leasing and equipment finance net charge-offs
decreased $6.9 million from 2012.

Other Real Estate Owned and Repossessed and Returned Assets Other real estate owned and repossessed and returned
assets are summarized in the following table.

(In thousands)
Other real estate owned:(1)
Consumer real estate
Commercial real estate

Total other real estate owned
Repossessed and returned assets

At December 31,

2013

2012

2011

2010

2009

$47,637
21,237

68,874
3,505

$ 69,599
27,379

$ 87,792
47,106

$ 90,115
50,950

96,978
3,510

134,898
4,758

141,065
8,325

$ 66,956
38,812

105,768
17,166

Total other real estate owned and repossessed

and returned assets

$72,379

$100,488

$139,656

$149,390

$122,934

(1) Includes properties owned and foreclosed properties subject to redemption.

Total consumer real estate properties reported in other real estate owned included 336 owned properties and 143 foreclosed
properties subject to redemption at December 31, 2013, compared with 418 owned properties and 221 foreclosed properties
subject to redemption at December 31, 2012. The decrease in owned properties during 2013 resulted from sales of 902
properties (including a portfolio sale of 184 consumer properties) offset by the addition of 820 properties. The average length of
time to sell consumer real estate properties during 2013 was approximately 5.3 months from the date the properties were listed
for sale.

The changes in the amount of other real estate owned for the years ended December 31, 2013 and 2012 are summarized in the
following tables.

(In thousands)
Balance, beginning of period

Transferred in, net of charge-offs
Sales
Write-downs
Other, net

Balance, end of period

(In thousands)
Balance, beginning of period

Transferred in, net of charge-offs
Sales
Write-downs
Other, net

Balance, end of period

At or For the Year Ended December 31, 2013
Total
Commercial
$ 96,978
$27,379
81,742
13,808
(96,973)
(8,969)
(15,257)
(8,247)
2,384
(2,734)

Consumer
$ 69,599
67,934
(88,004)
(7,010)
5,118

$ 47,637

$21,237

$ 68,874

At or For the Year Ended December 31, 2012
Total
$ 134,898
103,904
(126,056)
(19,611)
3,843

Commercial
$ 47,106
13,860
(25,563)
(8,859)
835

Consumer
$ 87,792
90,044
(100,493)
(10,752)
3,008

$ 69,599

$ 27,379

$ 96,978

Transfers into other real estate owned decreased by $22.2 million in 2013, compared with 2012. Sales of other real estate owned
decreased by $29.1 million in 2013, compared with 2012. Write-downs of consumer other real estate owned decreased by
$3.7 million as a result of stabilization in home values in most of TCF’s markets and a decrease in the number of properties
owned.

Liquidity Management TCF manages its liquidity position to ensure that the funding needs of depositors and borrowers are
met promptly and in a cost-effective manner. Asset liquidity arises from the ability to convert assets to cash as well as from the
maturity of assets. Liability liquidity results from the ability of TCF to maintain a diverse set of funding sources to promptly meet
funding requirements.

The TCF Asset/Liability Management Committee (‘‘ALCO’’) and the Finance Committee of the TCF Financial Board of Directors
have each adopted a Liquidity Management Policy to direct management of the Company’s liquidity risk, see ‘‘Item 7A.
Quantitative and Qualitative Disclosures about Market Risk’’ for more information.

TCF Bank had $550 million and $712 million of interest-bearing deposits at the Federal Reserve at December 31, 2013 and 2012,
respectively. Interest-bearing deposits held at the Federal Reserve and unencumbered securities were $1.1 billion and
$1.4 billion at December 31, 2013 and 2012, respectively.

Deposits are the primary source of TCF’s funds for use in lending and for other general business purposes. In addition to
deposits, TCF derives funds from loan and lease repayments, loan sales, and borrowings. Deposit inflows and outflows are
significantly influenced by general interest rates, money market conditions, competition for funds, customer service and other
factors. TCF’s deposit inflows and outflows have been and will continue to be affected by these factors. Borrowings may be used
to compensate for reductions in normal sources of funds, such as deposit inflows at less than projected levels, net deposit
outflows or to fund balance sheet growth. Historically, TCF has borrowed primarily from the FHLB of Des Moines, institutional
sources under repurchase agreements and other sources. Lending activities are the primary use of TCF’s funds, such lending
activities primarily include loan originations and purchases, purchases of equipment for lease financing.

ALCO and the Finance Committee of the TCF Financial Board of Directors have adopted a Holding Company Investment and
Liquidity Management Policy, which establishes the minimum amount of cash or liquid investments TCF Financial will hold, see
‘‘Item 7A. Quantitative and Qualitative Disclosures about Market Risk’’ for more information. TCF Financial had cash and liquid
investments of $62 million and $84 million at December 31, 2013 and 2012, respectively.

The primary source of funding for TCF Commercial Finance Canada (‘‘TCFCFC’’) is a line of credit with TCF Bank. Primarily for
contingency purposes, TCFCFC maintains a $20 million Canadian dollar-denominated line of credit facility with a counterparty,
which is guaranteed by TCF Bank.

Deposits Deposits totaled $14.4 billion at December 31, 2013, an increase of $382 million, or 2.7%, from December 31, 2012,
primarily due to checking account growth and special programs for certificates of deposit.

Checking, savings and money market deposits are an important source of low interest-cost funds and fee income for TCF. These
deposits totaled $12 billion at December 31, 2013, up $247.1 million from December 31, 2012, and comprised 83.2% of total
deposits at December 31, 2013, compared with 83.7% of total deposits at December 31, 2012. The average balance of these
deposits for 2013 was $11.8 billion, an increase of $407.3 million over the $11.4 billion average balance for 2012.

Certificates of deposit totaled $2.4 billion at December 31, 2013, and $2.3 billion at December 31, 2012.

Non-interest bearing deposits represented 18.3% of total deposits at December 31, 2013, compared with 17.7% at
December 31, 2012. TCF’s weighted-average rate for deposits, including non-interest bearing deposits, was .24% at
December 31, 2013, compared with .33% at December 31, 2012. The decrease in the weighted-average rate for deposits is
primarily due to reduced interest rates on savings accounts.

Borrowings Borrowings totaled $1.5 billion and $1.9 billion at December 31, 2013 and December 31, 2012, respectively. The
weighted-average rate on borrowings was 1.41% at December 31, 2013, compared with 1.42% at December 31, 2012.
Historically, TCF has borrowed primarily from the FHLB of Des Moines, from institutional sources under repurchase agreements
and from other sources. At December 31, 2013, TCF had $2.2 billion of unused, secured borrowing capacity at the FHLB of Des
Moines.

On June 17, 2013, TCF Bank redeemed at par $71 million aggregate outstanding balance of its subordinated notes due 2014.
There were no remaining discounts or deferred fees associated with the notes and, as a result, there was no gain or loss
associated with the redemption. Effective June 15, 2013, the subordinated notes due 2014 no longer qualified for treatment as
Tier 2 or supplementary capital.

The $50 million of subordinated notes due 2015 re-price quarterly at the three-month LIBOR rate plus 1.56%. These
subordinated notes may be redeemed by TCF Bank at par once per quarter at TCF Bank’s discretion. In January 2014, TCF gave
notice of its intention to redeem the aggregate principal amount of these subordinated notes on March 17, 2014, at which time
the subordinated notes due 2015 will no longer qualify for treatment as Tier 2 or supplementary capital.

See Note 11 of Notes to Consolidated Financial Statements – Long-Term Borrowings, for additional information regarding TCF’s
long-term borrowings.

Contractual Obligations and Commitments As disclosed in Notes 10, 11 and 17 of Notes to Consolidated Financial
Statements, TCF has certain obligations and commitments to make future payments under contracts. At December 31, 2013,
the aggregate contractual obligations (excluding demand deposits) and commitments were as follows.

Payments Due by Period

(In thousands)
Contractual Obligations
Total borrowings
Time deposits
Annual rental commitments under non-cancelable

operating leases

Contractual interest payments(1)
Campus marketing agreements
Construction contracts and land purchase
commitments for future branch sites

Total
$1,488,243
2,426,412

174,566
118,620
40,787

Less than
1 year

1-3
years
$ 431,912 $ 859,427
504,130

1,814,489

3-5 More than
5 years
$109,189
26,094

years
$ 87,715
81,699

25,788
38,277
4,099

50,945
35,961
5,760

43,822
18,881
5,875

54,011
25,501
25,053

910

–

Total

$4,249,538

$2,315,475 $1,456,223

$237,992

$239,848

(In thousands)
Commitments
Commitments to extend credit:

Consumer real estate and other
Commercial
Leasing and equipment finance

Amount of Commitment – Expiration by Period

Total

Less than
1 year

1-3
years

3-5 More than
5 years

years

$1,274,006
482,777
158,321

43,901
143,395
158,321

$ 70,353
111,359
–

$142,549
157,703
–

$1,017,203
70,320
–

Total commitments to extend credit

1,915,104

345,617

181,712

300,252

1,087,523

Standby letters of credit and guarantees on industrial

revenue bonds

Total

13,364

10,119

2,810

435

–

$1,928,468

$ 355,736

$184,522

$300,687

$1,087,523

(1) Includes accrued interest and future contractual interest obligations on borrowings and time deposits.

Unrecognized tax benefits, projected benefit obligations, demand deposits with indeterminate maturities and discretionary credit
facilities which do not obligate the Company to lend have been excluded from the contractual obligations table above.

Campus marketing agreements consist of fixed or minimum obligations for exclusive marketing and naming rights with seven
campuses. TCF is obligated to make various annual payments for these rights in the form of royalties and scholarships through
2029. TCF also has various renewal options, which may extend the terms of these agreements. Campus marketing agreements
are an important element of TCF’s campus banking strategy.

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition in the
contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a
fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. Collateral to secure any funding of these commitments predominantly consists
of residential and commercial real estate.

Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued by TCF guaranteeing
the performance of a customer to a third party. These conditional commitments expire in various years through 2017. Collateral
held consists primarily of commercial real estate mortgages. Since the conditions under which TCF is required to fund these
commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

Capital Management

TCF is committed to managing capital to maintain protection for depositors and creditors. TCF employs a variety of capital
management tools to achieve its capital goals, including, but not limited to, dividends, public offerings of preferred and common
stock, common share repurchases, and the issuance or redemption of trust preferred securities, subordinated debt and other
capital instruments. TCF maintains a Capital Plan and Dividend Policy which applies to TCF Financial and incorporates TCF Bank’s
Capital Adequacy Plan and Dividend Policy. These policies ensure that capital strategy actions, including the addition of new
capital, if needed, and/or the declaration of preferred stock, common stock or bank dividends, are prudent, efficient, and provide
value to TCF’s stockholders, while ensuring that past and prospective earnings retention is consistent with TCF’s capital needs,
asset quality, and overall financial condition. TCF’s capital levels are managed in such a manner that all regulatory capital
requirements for well-capitalized banks and bank holding companies are exceeded.

Preferred Stock At December 31, 2013, there were 6,900,000 depositary shares outstanding, each representing a 1/1,000th
interest in a share of the Series A Non-Cumulative Perpetual Preferred Stock of TCF Financial Corporation, par value $.01 per
share, with a liquidation preference of $25,000 per share (‘‘Series A Preferred Stock’’). Dividends are payable on the Series A
Preferred Stock if, as and when declared by TCF’s Board of Directors on a non-cumulative basis on March 1, June 1,
September 1, and December 1 of each year, at a per annum rate of 7.5%. At December 31, 2013, there were 4,000,000 shares
outstanding of 6.45% Series B Non-Cumulative Perpetual Preferred Stock of TCF Financial Corporation, par value $.01 per share,
with a liquidation preference of $25 per share (‘‘Series B Preferred Stock’’). Dividends are payable on the Series B Preferred
Stock if, as and when declared by TCF’s Board of Directors on a non-cumulative basis on March 1, June 1, September 1, and
December 1 of each year, at a per annum rate of 6.45%.

Equity Total equity at December 31, 2013 was $2 billion, or 10.69% of total assets, compared with $1.9 billion, or 10.3% of total
assets, at December 31, 2012. Dividends to common stockholders on a per share basis totaled 5 cents for each of the quarters
ended December 31, 2013 and December 31, 2012. TCF’s common dividend payout ratio was 22.99% and 34% for the quarters
ended December 31, 2013 and 2012, respectively. TCF Financial’s primary funding sources for dividends are earnings and
dividends received from TCF Bank.

At December 31, 2013, TCF had 5.4 million shares remaining in its stock repurchase program authorized by its Board of
Directors, but would need approval from the Federal Reserve before repurchasing stock pursuant to this authorization.

Tangible realized common equity at December 31, 2013 was $1.5 billion, or 8.18% of total tangible assets, compared with
$1.4 billion, or 7.52% of total tangible assets, at December 31, 2012. Tangible realized common equity is not a generally accepted
accounting principle in the United States (‘‘GAAP’’) financial measure (i.e., non-GAAP) and represents total equity less preferred
shares, goodwill, other intangible assets, accumulated other comprehensive income and non-controlling interest in subsidiaries.
Tangible assets represent total assets less goodwill and other intangible assets. When evaluating capital adequacy and
utilization, management considers financial measures such as tangible realized common equity to tangible assets and the Tier 1
common capital ratio. These measures are non-GAAP financial measures and are viewed by management as useful indicators of
capital levels available to withstand unexpected market or economic conditions, and also provide investors, regulators, and other
users with information to be viewed in relation to other banking institutions.

The following table is a reconciliation of the non-GAAP financial measures of tangible realized common equity and tangible assets
to the GAAP measures of total equity and total assets.

(Dollars in thousands)
Computation of tangible realized common

equity to tangible assets:
Total equity
Less: Non-controlling interest in

subsidiaries

Total TCF Financial Corporation

stockholders’ equity

Less:

2013

2012

2011

2010

2009

At December 31,

$ 1,964,759

$ 1,876,643

$ 1,878,627

$ 1,480,163

$ 1,179,755

11,791

13,270

10,494

8,500

4,393

1,952,968

1,863,373

1,868,133

1,471,663

1,175,362

Preferred stock
Goodwill
Other intangibles
Accumulated other comprehensive (loss)

income

263,240
225,640
6,326

263,240
225,640
8,674

–
225,640
7,134

–
152,599
1,232

–
152,599
1,405

(27,213)

12,443

56,826

(15,692)

1,660

Tangible realized common equity

$ 1,484,975

$ 1,353,376

$ 1,578,533

$ 1,333,524

$ 1,019,698

Total assets
Less:

Goodwill
Other intangibles

Tangible assets

$18,379,840

$18,225,917

$18,979,388

$18,465,025

$17,885,175

225,640
6,326

225,640
8,674

225,640
7,134

152,599
1,232

152,599
1,405

$18,147,874

$17,991,603

$18,746,614

$18,311,194

$17,731,171

Tangible realized common equity to tangible

assets

8.18%

7.52%

8.42%

7.28%

5.75%

At December 31, 2013 and 2012, regulatory capital for TCF and TCF Bank exceeded their regulatory capital requirements. See
Note 14 of Notes to Consolidated Financial Statements – Regulatory Capital Requirements.

The following table is a reconciliation of the non-GAAP financial measure of Tier 1 common capital to the GAAP measure of Tier 1
risk-based capital.

(Dollars in thousands)
Computation of Tier 1 risk-based capital ratio:

Total Tier 1 capital
Total risk-weighted assets

Total Tier 1 risk-based capital ratio
Computation of Tier 1 common capital ratio:

Total Tier 1 capital
Less:

Preferred stock
Qualifying non-controlling interest in subsidiaries

Total Tier 1 common capital

Total risk-weighted assets
Total Tier 1 common capital ratio

At December 31,
2013

2012

$ 1,763,682
15,455,706

$ 1,633,336
14,733,203

11.41%

11.09%

$ 1,763,682

$ 1,633,336

263,240
11,791

263,240
13,270

$ 1,488,651

$ 1,356,826

$15,455,706

$14,733,203

9.63%

9.21%

Total Tier 1 capital at December 31, 2013, was $1.8 billion, or 11.41% of risk-weighted assets, compared with $1.6 billion, or
11.09% of risk-weighted assets at December 31, 2012. Tier 1 common capital at December 31, 2013, was $1.5 billion, or 9.63%
of risk-weighted assets, compared with $1.4 billion, or 9.21% of risk-weighted assets at December 31, 2012. The increase in
Tier 1 risk-based capital ratio and Tier 1 common capital ratio from December 31, 2012 is due to retained earnings less dividends
supporting the asset growth of the organization.

Critical Accounting Policies

Critical accounting estimates occur in certain accounting policies and procedures and are particularly susceptible to significant
change. Policies that contain critical accounting estimates include the determination of the allowance for loan and lease losses,
lease financings and income taxes. See Note 1 of Notes to Consolidated Financial Statements for further discussion of critical
accounting policies.

Recent Accounting Developments

On January 17, 2014, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’)
No. 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real
Estate Collateralized Consumer Loans upon Foreclosure, which clarifies when an in substance repossession or foreclosure
occurs and when a creditor is considered to have received physical possession of residential real estate property collateralizing a
consumer mortgage loan. The adoption of this ASU will be required, either on a modified retrospective basis or on a prospective
basis, beginning with TCF’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2015. The adoption of this ASU is
not expected to have a material impact on TCF.

On January 15, 2014, the FASB issued ASU No. 2014-01, Investments – Equity Method and Joint Ventures (Topic 323):
Accounting for Investments in Qualified Affordable Housing Projects, which permits an accounting policy election to account for
investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The
adoption of this ASU will be required on a retrospective basis beginning with TCF’s Quarterly Report on Form 10-Q for the quarter
ending March 31, 2015. The adoption of this ASU is not expected to have a material impact on TCF.

On July 18, 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which addresses the financial statement presentation of an
unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating
loss carryforward, a similar tax loss, or a tax credit carryforward. The adoption of this ASU will be required on a prospective basis
beginning with TCF’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2014. The adoption of this ASU is not
expected to have a material impact on TCF.

On July 17, 2013, the FASB issued ASU No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective
Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the
FASB Emerging Issues Task Force), which permits an entity to designate the Fed Funds Effective Swap Rate, also referred to as
the overnight index swap rate, as a benchmark interest rate for hedge accounting purposes. In addition, this ASU removes the

restriction on using different benchmark interest rates for similar hedges. This ASU became effective and was adopted by TCF
on July 17, 2013. The adoption of this ASU did not have an impact on TCF.

On April 22, 2013, the FASB issued ASU No. 2013-07, Liquidation Basis of Accounting, which provides guidance on when and
how to apply the liquidation basis of accounting and on what to disclose. The adoption of this ASU will be required on a
prospective basis beginning with TCF’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2014. The adoption of
this ASU is not expected to have a material impact on TCF.

On March 4, 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon
Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, which
addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a
foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a
business within a foreign entity. The adoption of this ASU will be required on a prospective basis beginning with TCF’s Quarterly
Report on Form 10-Q for the quarter ending March 31, 2014. The adoption of this ASU is not expected to have a material impact
on TCF.

On February 28, 2013, the FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements
for which the Total Amount of the Obligation Is Fixed at the Reporting Date, which addresses the recognition, measurement and
disclosure of certain obligations including debt arrangements, other contractual obligations, and settled litigation and judicial
rulings. The ASU requires application retrospectively to all prior periods presented for obligations resulting from joint and several
liability arrangements within the ASU’s scope that exist at the beginning of an entity’s fiscal year of adoption. The adoption of this
ASU will be required for TCF’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2014. The adoption of this ASU is
not expected to have a material impact on TCF.

Legislative and Regulatory Developments

Federal and state legislation imposes numerous legal and regulatory requirements on financial institutions. Future legislative or
regulatory change, or changes in enforcement practices or court rulings, may have a dramatic and potentially adverse impact on
TCF.

In December 2013, the OCC terminated the regulatory order related to previously disclosed
Bank Secrecy Act Consent Order
deficiencies in TCF Bank’s BSA compliance program. TCF Bank has made comprehensive changes to its BSA compliance
program and has satisfied the legal and regulatory requirements of the order.

Federal Reserve Notice of Proposed Rulemaking In July 2013, the Board of Governors of the Federal Reserve System, FDIC
and the OCC approved final rules (the ‘‘Final Capital Rules’’) implementing revised capital rules to reflect the requirements of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ‘‘Dodd-Frank Act’’) and the Basel III international
capital standards. Among other things, the Final Capital Rules establish a new capital ratio of common equity Tier 1 capital of
4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets; increase the minimum ratio of
Tier 1 capital ratio from 4% to 6% and include a minimum leverage ratio of 4%; place an emphasis on common equity Tier 1
capital and implement the Dodd-Frank Act phase-out of certain instruments from Tier 1 capital; and change the risk weights
assigned to certain instruments. Failure to meet these standards would result in limitations on capital distributions as well as
executive bonuses. The Final Capital Rules will be applicable to TCF on January 1, 2015 with conservation buffers phasing in over
the subsequent 5 years.

Interchange Litigation On July 31, 2013, the U.S. District Court for the District of Columbia ruled that the Federal Reserve
Board’s regulation concerning debit card interchange fees and network exclusivity requirements failed to comply with the
Dodd-Frank Act. This ruling is currently on appeal. The lower court found that the Federal Reserve’s regulation permits debit card
issuers to recover costs that are not permitted by the Dodd Frank Act. The lower court’s ruling could ultimately adversely affect
the amount of future debit card interchange fees that TCF receives, and how future debit card transactions will be routed over
payment card networks. The lower court has left the current regulation in place pending a decision on the Federal Reserve’s
appeal. The outcome of the appeal is uncertain. It is too early to determine the extent or timing of any negative effects the
decision may have on TCF, as this will depend on numerous factors including the substance of any new regulations that the
Federal Reserve may promulgate. If the lower court’s ruling is upheld, however, it would have a significant adverse impact on
TCF’s interchange revenue.

Forward-Looking Information

Any statements contained in this Annual Report on Form 10-K regarding the outlook for the Company’s businesses and their
respective markets, such as projections of future performance, guidance, statements of the Company’s plans and objectives,
forecasts of market trends and other matters, are forward-looking statements based on the Company’s assumptions and beliefs.
Such statements may be identified by such words or phrases as ‘‘will likely result,’’ ‘‘are expected to,’’ ‘‘will continue,’’ ‘‘outlook,’’
‘‘will benefit,’’ ‘‘is anticipated,’’ ‘‘estimate,’’ ‘‘project,’’ ‘‘management believes’’ or similar expressions. These forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed
in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. For these
statements, TCF claims the protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made, and we disclaim
any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to
reflect the occurrence of anticipated or unanticipated events.

Certain factors could cause the Company’s future results to differ materially from those expressed or implied in any forward-
looking statements contained herein. These factors include the factors discussed in Part I, Item 1A of this report under the
heading ‘‘Risk Factors,’’ the factors discussed below and any other cautionary statements, written or oral, which may be made or
referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such factors, these
factors should not be considered as complete or exhaustive.

Adverse Economic or Business Conditions; Competitive Conditions; Credit and Other Risks. Deterioration in general
economic and banking industry conditions, including those arising from government shutdowns, defaults, anticipated defaults or
rating agency downgrades of sovereign debt (including debt of the U.S.), or continued high rates of or increases in
unemployment in TCF’s primary banking markets; adverse economic, business and competitive developments such as shrinking
interest margins, reduced demand for financial services and loan and lease products, deposit outflows, deposit account attrition
or an inability to increase the number of deposit accounts; customers completing financial transactions without using a bank;
adverse changes in credit quality and other risks posed by TCF’s loan, lease, investment and securities available for sale
portfolios, including declines in commercial or residential real estate values, changes in the allowance for loan and lease losses
dictated by new market conditions or regulatory requirements, or the inability of home equity line borrowers to make increased
payments caused by increased interest rates or amortization of principal; deviations from estimates of prepayment rates and
fluctuations in interest rates that result in decreases in value of assets such as interest-only strips that arise in connection with
TCF’s loan sales activity; interest rate risks resulting from fluctuations in prevailing interest rates or other factors that result in a
mismatch between yields earned on TCF’s interest-earning assets and the rates paid on its deposits and borrowings; foreign
currency exchange risks; counterparty risk, including the risk of defaults by our counterparties or diminished availability of
counterparties who satisfy our credit quality requirements; decreases in demand for the types of equipment that TCF leases or
finances; the effect of any negative publicity.

Legislative and Regulatory Requirements. New consumer protection and supervisory requirements and regulations,
including those resulting from action by the Consumer Financial Protection Bureau and changes in the scope of Federal
preemption of state laws that could be applied to national banks and their subsidiaries; the imposition of requirements that
adversely impact TCF’s lending, loan collection and other business activities as a result of the Dodd-Frank Act, or other legislative
or regulatory developments such as mortgage foreclosure moratorium laws, use by municipalities of eminent domain on
underwater mortgages, or imposition of underwriting or other limitations that impact the ability to use certain variable-rate
products; impact of legislative, regulatory or other changes affecting customer account charges and fee income; application of
bankruptcy laws which result in the loss of all or part of TCF’s security interest due to collateral value declines; deficiencies in
TCF’s regulatory compliance programs, which may result in regulatory enforcement actions, including monetary penalties;
increased health care costs resulting from Federal health care reform legislation; adverse regulatory examinations and resulting
enforcement actions or other adverse consequences such as increased capital requirements or higher deposit insurance
assessments; heightened regulatory practices, requirements or expectations, including, but not limited to, requirements related
to the Bank Secrecy Act and anti-money laundering compliance activity.

Earnings/Capital Risks and Constraints, Liquidity Risks. Limitations on TCF’s ability to pay dividends or to increase
dividends because of financial performance deterioration, regulatory restrictions or limitations; increased deposit insurance
premiums, special assessments or other costs related to adverse conditions in the banking industry, the economic impact on
banks of the Dodd-Frank Act and other regulatory reform legislation; the impact of financial regulatory reform, including additional
capital, leverage, liquidity and risk management requirements or changes in the composition of qualifying regulatory capital
(including those resulting from U.S. implementation of Basel III requirements); adverse changes in securities markets directly or
indirectly affecting TCF’s ability to sell assets or to fund its operations; diminished unsecured borrowing capacity resulting from

TCF credit rating downgrades and unfavorable conditions in the credit markets that restrict or limit various funding sources; costs
associated with new regulatory requirements or interpretive guidance relating to liquidity; uncertainties relating to regulatory
requirements or customer opt-in preferences with respect to overdraft, which may have an adverse impact on TCF’s fee
revenue; uncertainties relating to future retail deposit account changes, including limitations on TCF’s ability to predict customer
behavior and the impact on TCF’s fee revenues.

Supermarket Branching Risk; Growth Risks. Adverse developments affecting TCF’s supermarket banking relationships or
any of the supermarket chains in which TCF maintains supermarket branches; costs related to closing underperforming
branches; slower than anticipated growth in existing or acquired businesses; inability to successfully execute on TCF’s growth
strategy through acquisitions or cross-selling opportunities; failure to expand or diversify TCF’s balance sheet through programs
or new opportunities; failure to successfully attract and retain new customers, including the failure to attract and retain
manufacturers and dealers to expand the inventory finance business; failure to effectuate, and risks of claims related to, sales
and securitizations of loans; risks related to new product additions and addition of distribution channels (or entry into new
markets) for existing products.

Technological and Operational Matters. Technological or operational difficulties, loss or theft of information (including the
loss of account information by, or theft from, third parties such as merchants), cyber-attacks and other security breaches,
counterparty failures and the possibility that deposit account losses (fraudulent checks, etc.) may increase; failure to keep pace
with technological change.

Litigation Risks. Results of litigation, including class action litigation concerning TCF’s lending or deposit activities including
account servicing processes or fees or charges, or employment practices; the effect of interchange rate litigation against the
Federal Reserve on debit card interchange fees; and possible increases in indemnification obligations for certain litigation against
Visa U.S.A. and potential reductions in card revenues resulting from such litigation or other litigation against Visa.

Accounting, Audit, Tax and Insurance Matters. Changes in accounting standards or interpretations of existing standards;
federal or state monetary, fiscal or tax policies, including adoption of state legislation that would increase state taxes; ineffective
internal controls; adverse federal, state or foreign tax assessments or findings in tax audits; lack of or inadequate insurance
coverage for claims against TCF; potential for claims and legal action related to TCF’s fiduciary responsibilities.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Company’s market risk profile consists of four main categories: credit risk, interest rate risk, liquidity risk and foreign
currency risk.

Credit Risk

Credit risk is defined as the risk to earnings or capital if an obligor fails to meet the terms of any contract with the Company or
otherwise fails to perform as agreed, such as the failure of customers and counterparties to meet their contractual obligations, as
well as contingent exposures from unfunded loan commitments and letters of credit. Credit risk also includes the failure of
counterparties to settle a securities transaction on agreed-upon terms or the failure of issuers in connection with mortgage-
backed securities held in the Company’s securities available for sale portfolio.

TCF has an Enterprise Risk Management Committee that meets regularly and is responsible for monitoring the loan and lease
portfolio composition and risk tolerance within the various segments of the portfolio. The Enterprise Risk Management
Committee and the Board of Directors have adopted a Concentration Policy to manage the Company’s concentration risk. To
manage credit risk arising from lending and leasing activities, management has adopted and maintains underwriting policies and
procedures, and periodically reviews the appropriateness of these policies and procedures. Customers and guarantors or
recourse providers are evaluated as part of initial underwriting processes and through periodic reviews. For consumer loans,
credit scoring models are used to help determine eligibility for credit and terms of credit. These models are periodically reviewed
to verify that they are predictive of borrower performance. Limits are established on the exposure to a single customer (including
affiliates) and on concentrations for certain categories of customers. Loan and lease credit approval levels are established so that
larger credit exposures receive managerial review at the appropriate level through the credit committees.

Management continuously monitors asset quality in order to manage the Company’s credit risk and to determine the
appropriateness of valuation allowances, including, in the case of commercial, inventory finance loans and equipment finance
loans and leases, a risk rating methodology under which a rating of one through nine is assigned to each loan or lease. The rating
reflects management’s assessment of the potential impact on repayment of the customer’s financial and operational condition.
Asset quality is monitored separately based on the type or category of loan or lease. The rating process allows management to
better define the Company’s loan and lease portfolio risk profile. Management also uses various risk models to estimate probable
impact on payment performance under various scenarios, both expected and unexpected.

The Company manages securities transaction risk by monitoring all unsettled transactions. All counterparties and transaction
limits are reviewed and approved annually by both ALCO and the Bank Credit Committee of TCF Bank. To further manage credit
risk in the securities portfolio, 99.7% of the amortized cost of securities held in the securities available for sale portfolio are
issued and guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the
Government National Mortgage Association.

Interest Rate Risk

Interest rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest-earning assets,
deposits and borrowings) to movements in interest rates. TCF’s results of operations depend to a large degree on its net interest
income and its ability to manage interest rate risk. As such, the Company considers interest rate risk to be one of its most
significant market risks. ALCO meets regularly and is responsible for reviewing the Company’s interest rate sensitivity position
and establishing policies to monitor and limit exposure to interest rate risk. The principal objective of TCF’s asset/liability
management activities is to provide maximum levels of net interest income while maintaining acceptable levels of interest rate
risk and liquidity risk and facilitating the funding needs of the Company.

Interest rate risk arises mainly from the structure of the balance sheet. Since TCF does not hold a trading portfolio, the Company
is not exposed to market risk from trading activities. As such, the major sources of the Company’s interest rate risk are timing
differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, changes
in customer behavior and changes in relationships between rate indices (basis risk). Management measures these risks and their
impact in various ways, including through the use of simulation and valuation analyses. The interest rate scenarios may include
gradual or rapid changes in interest rates, spread narrowing and widening, yield curve twists and changes in assumptions about
customer behavior in various interest rate scenarios.

TCF utilizes net interest income simulation models to estimate the near-term effects (next one to three years) of changing
interest rates on its net interest income. Net interest income simulation involves forecasting net interest income under a variety
of scenarios, including through variation of interest rate levels, the shape of the yield curve and the spreads between market
interest rates. Management exercises its best judgment in making assumptions regarding both events that management can
influence, such as non-contractual deposit re-pricings, and events outside of its control, such as customer behavior on loan and
deposit activity and the effect that competition has on both loan and deposit pricing. These assumptions are inherently uncertain
and, as a result, net interest income simulation results will likely differ from actual results due to the timing, magnitude and
frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other
factors.

At December 31, 2013, net interest income is estimated to increase by 4.5%, compared with the base case scenario over the
next 12 months if short- and long-term interest rates were to sustain an immediate increase of 100 basis points.

Management also uses valuation analyses to measure risk in the balance sheet that might not be taken into account in the net
interest income simulation analyses. Net interest income simulation highlights exposure over a relatively short time period (12 to
36 months), while valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions.
The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the
discounted value of liability cash flows. Valuation analysis addresses only the current balance sheet and does not incorporate the
growth assumptions that are used in the net interest income simulation model. As with the net interest income simulation
model, valuation analysis is based on key assumptions about the timing and variability of balance sheet cash flows and does not
take into account any potential responses by management to anticipated changes in interest rates.

Management also utilizes an interest rate gap measurement, which is calculated by taking the difference between interest-
earning assets and interest-bearing liabilities re-pricing within a given period. While the interest rate gap measurement has some
limitations, including a lack of assumptions regarding future asset or liability production and a static interest rate assumption, it
represents the net asset or liability sensitivity at a point in time. An interest rate gap measurement could be significantly affected
by external factors such as loan prepayments, early withdrawals of deposits, changes in the correlation of various interest-
bearing instruments, competition or a rise or decline in interest rates.

TCF’s one-year interest rate gap was a positive $1.5 billion, or 8.4% of total assets, at December 31, 2013, compared with a
positive $903.9 million, or 5% of total assets, at December 31, 2012. The change in the gap from the previous year-end is
primarily due to growth of variable-rate or short-duration fixed-rate assets in TCF’s portfolios. A positive interest rate gap position
exists when the amount of interest-earning assets maturing or re-pricing exceeds the amount of interest-bearing liabilities
maturing or re-pricing, including assumed prepayments, within a particular time period. A negative interest rate gap position
exists when the amount of interest-bearing liabilities maturing or re-pricing exceeds the amount of interest-earning assets
maturing or re-pricing, including assumed prepayments, within a particular time period.

Although prepayments on fixed-rate portfolios are currently at a relatively low level, TCF estimates that an immediate 100 basis
point increase in current mortgage loan interest rates would reduce prepayments on the fixed-rate mortgage-backed securities
and consumer loans at December 31, 2013, by approximately $51 million, or 16%, in the first year. A slowing in prepayments
would increase the estimated life of the portfolios and may adversely impact net interest income or net interest margin in the
future. TCF estimates that an immediate 50 basis point decrease in current mortgage loan interest rates would increase
prepayments on the fixed-rate mortgage-backed securities and consumer real estate loans at December 31, 2013, by
approximately $22 million, or 7%, in the first year. An increase in prepayments would decrease the estimated life of the portfolios
and may adversely impact net interest income or net interest margin in the future. The level of prepayments that would actually
occur in any scenario will be impacted by factors other than interest rates, such as lenders’ willingness to lend funds, and the
borrowers’ ability to borrow, which can be impacted by the value of assets underlying loans and leases.

The following table summarizes the interest-rate gap measurement.

(Dollars in thousands)

Contractual Obligations
Interest-earning assets:

Within
30 days

30 Days to
6 Months

Maturity/Rate Sensitivity
6 Months
to 1 Year

1-3 Years

3+ Years

Total

Interest earning cash and investments $ 613,317
Securities available for sale(1)
7,343
25,813
Loans held for sale
Consumer loans(1)(2)
1,970,862
Commercial loans(1)(2)
942,769
Leasing and equipment finance(1)
218,000
1,534,875
Inventory finance
33,722
Auto Finance
2,139
Other

57,133
20,403
53,955
273,346
197,735
580,311
106,279
163,104
508

356
23,899
–
296,455
270,054
598,477
23,223
176,055
587

1,902
81,726
–
913,843
868,988
1,469,040
–
526,009
1,777

54,789
417,693
–
2,884,820
868,806
562,927
–
340,496
21,732

727,497
551,064
79,768
6,339,326
3,148,352
3,428,755
1,664,377
1,239,386
26,743

Total

5,348,840

1,452,774

1,389,106

3,863,285

5,151,263

17,205,268

Interest-bearing liabilities:
Checking deposits(3)
Savings deposits(3)
Money market deposits(3)
Certificates of deposit
Brokered deposits
Short-term borrowings
Long-term borrowings

505,019
1,316,990
81,838
134,922
103,169
4,918
875,542

347,847
483,016
72,970
593,036
46,913
–
64,253

378,554
514,739
76,767
934,099
103,025
–
11,954

1,176,612
1,632,536
217,102
387,493
185,083
–
409,031

2,570,738
2,246,722
212,966
110,620
–
–
122,545

4,978,770
6,194,003
661,643
2,160,170
438,190
4,918
1,483,325

Total

3,022,398

1,608,035

2,019,138

4,007,857

5,263,591

15,921,019

Interest-earning assets over (under)

interest-bearing liabilities

2,326,442

(155,261)

(630,032)

(144,572)

(112,328)

1,284,249

Cumulative gap

$2,326,442

$2,171,181

$1,541,149

$1,396,577

$1,284,249

$ 1,284,249

Cumulative gap as a percentage of total

assets:
At December 31, 2013

At December 31, 2012

12.7%

7.7%

11.8%

7.6%

8.4%

5.0%

7.6%

6.3%

7.0%

6.0%

7.0%

6.0%

(1) Based upon contractual maturity, repricing date, if applicable, scheduled repayments of principal and projected prepayments of principal.
(2) At December 31, 2013, $829 million of variable-rate consumer real estate loans and $238 million of variable-rate commercial loans were
modeled as fixed-rate loans as their current interest rate is below their contractual interest rate floor. An increase in short-term interest rates
may not result in a change in the interest rate on these variable-rate loans.

(3) Includes non-interest bearing deposits. At December 31, 2013, 25% of checking deposits, 38% of savings deposits, and 35% of money
market deposits are included in amounts repricing within one year. At December 31, 2012, 19% of checking deposits, 43% of savings
deposits, and 54% of money market deposits are included in amounts repricing within one year.

Liquidity Risk

Liquidity risk is defined as the risk to earnings or capital arising from the Company’s inability to meet its obligations when they
come due without incurring unacceptable losses.

ALCO and the Finance Committee of TCF Financial’s Board of Directors have adopted a Holding Company Investment and
Liquidity Management Policy, which establishes a minimum target amount of cash or liquid investments TCF Financial will hold.
TCF Financial’s primary source of cash flow is capital distributions from TCF Bank. TCF Bank may require regulatory approval to
make any such distributions in the future and such distributions may be restricted by its regulatory authorities. TCF Bank’s ability
to make any such distributions will also depend on its earnings and ability to meet minimum regulatory capital requirements in
effect during future periods (see Note 14 of Notes to Consolidated Financial Statements for further information).

ALCO and the Finance Committee of TCF Financial’s Board of Directors have adopted a Liquidity Management Policy for the
Bank to direct management of the Company’s liquidity risk. The objective of the Liquidity Management Policy is to ensure that
TCF meets its cash and collateral obligations promptly, in a cost-effective manner and with the highest degree of reliability. The
maintenance of adequate levels of asset and liability liquidity will provide TCF with the ability to meet both expected and
unexpected cash flows and collateral needs. Key liquidity ratios, asset liquidity levels and the amount available from funding
sources are reported to ALCO on a monthly basis. TCF’s Liquidity Management Policy defines liquidity stress scenarios and
establishes asset liquidity target ranges based upon those stress scenarios that are deemed appropriate for its risk profile.

TCF’s asset liquidity may be held in the form of on-balance sheet cash invested with the Federal Reserve or through the use of
overnight Federal Funds sold to highly rated counterparties or short-term U.S. Treasury Bills or Notes. Other asset liquidity can be
provided by unpledged, highly-rated securities which could be sold or pledged to various counterparties under established TCF
lines. At December 31, 2013, TCF had asset liquidity of $1.1 billion.

Deposits are TCF’s primary source of funding. TCF also maintains secured sources of funding, which primarily include $2.2 billion
of borrowing capacity at the FHLB of Des Moines, as well as access to the Federal Reserve Discount Window. Collateral pledged
by TCF to the FHLB and the Federal Reserve consists primarily of consumer and commercial real estate loans. The FHLB relies
upon its own internal credit analysis of TCF’s financial results when determining TCF’s secured borrowing capacity. In addition to
the above, TCF maintains other sources of unsecured and uncommitted borrowing capacity, including overnight federal funds
purchased lines, access to brokered deposits, and access to the capital markets. TCF has developed and maintains a contingency
funding plan should certain liquidity needs arise.

Foreign Currency Risk

The Company is also exposed to foreign currency risk as changes in foreign exchange rates may impact the Company’s
investment in TCF Commercial Finance Canada, Inc. or results of other transactions in countries outside of the United States.
Beginning in 2011, TCF entered into forward foreign exchange contracts in order to minimize the risk of changes in foreign
exchange rates on its investment in and loans to TCF Commercial Finance Canada, Inc. and on certain other foreign lease
transactions. The values of forward foreign exchange contracts vary over their contractual lives as the related currency exchange
rates fluctuate. TCF may also experience realized and unrealized gains or losses on forward foreign exchange contracts as a
result of changes in foreign exchange rates.

Item 8. Financial Statements and Supplementary Data

21JUL200414412105

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
TCF Financial Corporation:

We have audited the accompanying consolidated statements of financial condition of TCF Financial Corporation and subsidiaries
(the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income,
equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of TCF Financial Corporation and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted
accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TCF
Financial Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal
Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated February 25, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal
control over financial reporting.

Minneapolis, Minnesota
February 25, 2014

8OCT201312085186

Consolidated Statements of Financial Condition

(Dollars in thousands, except per-share data)
Assets
Cash and due from banks
Investments
Securities available for sale
Loans and leases held for sale
Loans and leases:

Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial
Leasing and equipment finance
Inventory finance
Auto finance
Other

Total loans and leases

Allowance for loan and lease losses

Net loans and leases
Premises and equipment, net
Goodwill
Other assets

Total assets

Liabilities and Equity
Deposits:

Checking
Savings
Money market
Certificates of deposit

Total deposits

Short-term borrowings
Long-term borrowings

Total borrowings

Accrued expenses and other liabilities

Total liabilities

Equity:

Preferred stock, par value $.01 per share, 30,000,000 shares authorized; and

4,006,900 shares issued

Common stock, par value $.01 per share, 280,000,000 shares authorized; 165,164,861

and 163,428,763 shares issued, respectively

Additional paid-in capital
Retained earnings, subject to certain restrictions
Accumulated other comprehensive (loss) income
Treasury stock at cost, 42,566 shares, and other

Total TCF Financial Corporation stockholders’ equity

Non-controlling interest in subsidiaries

Total equity

Total liabilities and equity

See accompanying notes to consolidated financial statements.

At December 31,
2013

2012

915,076
114,238
551,064
79,768

$ 1,100,347
120,867
712,091
10,289

3,766,421
2,572,905

6,339,326
3,148,352
3,428,755
1,664,377
1,239,386
26,743

4,239,524
2,434,977

6,674,501
3,405,235
3,198,017
1,567,214
552,833
27,924

15,846,939
(252,230)

15,425,724
(267,128)

15,594,709
437,602
225,640
461,743

15,158,596
440,466
225,640
457,621

$18,379,840

$18,225,917

$ 4,980,451
6,194,003
831,910
2,426,412

$ 4,834,632
6,104,104
820,553
2,291,497

14,432,776

14,050,786

4,918
1,483,325

1,488,243
494,062

2,619
1,931,196

1,933,815
364,673

16,415,081

16,349,274

263,240

1,652
779,641
977,846
(27,213)
(42,198)

1,634
750,040
877,445
12,443
(41,429)

1,952,968
11,791

1,863,373
13,270

1,964,759

1,876,643

$18,379,840

$18,225,917

Consolidated Statements of Income

(In thousands, except per-share data)
Interest income:

Loans and leases
Securities available for sale
Investments and other

Total interest income

Interest expense:

Deposits
Borrowings

Total interest expense

Net interest income
Provision for credit losses

Net interest income after provision for credit losses

Non-interest income:

Fees and service charges
Card revenue
ATM revenue

Subtotal

Leasing and equipment finance
Gains on sales of auto loans
Gains on sales of consumer real estate loans
Other

Fees and other revenue

Gains on securities, net

Total non-interest income

Non-interest expense:

Compensation and employee benefits
Occupancy and equipment
FDIC insurance
Operating lease depreciation
Advertising and marketing
Deposit account premiums
Other

Subtotal

Loss on termination of debt
Branch realignment
Foreclosed real estate and repossessed assets, net
Other credit costs, net

Total non-interest expense

Income (loss) before income tax expense (benefit)

Income tax expense (benefit)

Income (loss) after income tax expense (benefit)

Income attributable to non-controlling interest

Net income (loss) attributable to TCF Financial Corporation

Preferred stock dividends

Year Ended December 31,

2013

2012

2011

$819,501
18,074
26,965

$ 835,380
35,150
14,093

$844,796
85,188
7,967

864,540

884,623

937,951

36,604
25,312

61,916

802,624
118,368

684,256

166,606
51,920
22,656

241,182
92,037
29,699
21,692
18,484

403,094
964

404,058

429,188
134,694
32,066
24,500
19,132
2,345
167,777

809,702
–
8,869
27,950
(1,252)

845,269

243,045
84,345

158,700
7,032

151,668
19,065

40,987
63,617

104,604

780,019
247,443

532,576

177,953
52,638
24,181

254,772
92,721
22,101
5,413
13,184

388,191
102,232

490,423

393,841
130,792
30,425
25,378
16,572
8,669
163,897

769,574
550,735
–
41,358
887

1,362,554

(339,555)
(132,858)

(206,697)
6,187

(212,884)
5,606

45,108
193,155

238,263

699,688
200,843

498,845

219,363
96,147
27,927

343,437
89,167
1,133
–
3,434

437,171
7,263

444,434

348,792
126,437
28,747
30,007
10,034
22,891
145,489

712,397
–
–
49,238
2,816

764,451

178,828
64,441

114,387
4,993

109,394
–

Net income (loss) available to common stockholders

$132,603

$ (218,490)

$109,394

Net income (loss) per common share:

Basic
Diluted

See accompanying notes to consolidated financial statements.

$
$

.82
.82

$
$

(1.37)
(1.37)

$
$

.71
.71

Consolidated Statements of Comprehensive Income

(In thousands)
Net income (loss) attributable to TCF Financial Corporation

Other comprehensive (loss) income:

Securities available for sale:

Unrealized (losses) gains arising during the period
Reclassification of gains to net income (loss)

Foreign currency hedge:

Unrealized gains (losses) arising during the period

Foreign currency translation adjustment:

Unrealized (losses) gains arising during the period

Recognized postretirement prior service cost and transition obligation:

Net actuarial (losses) gains arising during the period

Income tax benefit (expense)

Total other comprehensive (loss) income

Comprehensive income (loss)

See accompanying notes to consolidated financial statements.

Year Ended December 31,

2013
$151,668

2012
$(212,884)

2011
$109,394

(61,177)
(860)

19,794
(89,879)

122,638
(8,045)

1,625

(630)

261

(1,979)

531

(433)

(46)
22,781

123
25,678

308
(42,211)

(39,656)

(44,383)

72,518

$112,012

$(257,267)

$181,912

Consolidated Statements of Equity

TCF Financial Corporation

(Dollars in thousands)

Preferred

Common

Number of
Shares Issued

Preferred Common
Stock

Stock

Additional
Paid-in
Capital

Accumulated
Other
Retained Comprehensive
(Loss) Income
Earnings

Treasury
Stock
and
Other

Non-
controlling
Interests

Total

Total
Equity

Balance, December 31, 2010

– 142,965,012 $

Net income attributable to TCF

Financial Corporation

Other comprehensive income
Public offering of preferred stock
Net distribution to non-controlling

interest

Dividends on common stock
Grants of restricted stock,

1,256,094 shares

Common shares purchased by TCF

employee benefit plans

Cancellation of shares of restricted

stock

Cancellation of common shares for

tax withholding

Net amortization of stock

compensation

Stock compensation tax benefit
Change in shares held in trust for
deferred compensation plans, at
cost

–
–
–

–
–

–

–
–

–

–
–
15,081,968

–
–

1,247,500

1,402,505

(120,886)

(209,719)

–
–

–

Balance, December 31, 2011

– 160,366,380 $

–

–
–
–

–
–

–

–
–

–

$1,430 $459,884 $1,049,156

$(15,692) $(23,115) $1,471,663

$ 8,500 $1,480,163

–
–
151

–
–
219,515

109,394
–
–

–
72,518
–

–
–

(1)

(2)

–
–

–

–
–

–
(30,772)

(234)

17,957

(620)

(3,114)

11,105
280

10,474

–

–
–

–

–
–

–

–
–

–

–
–
–

–
–

109,394
72,518
219,666

4,993
–
–

114,387
72,518
219,666

–
(30,772)

(2,999)
–

(2,999)
(30,772)

222

–

–
–

17,971

(576)

(3,116)

11,105
280

(10,474)

–

–
–

–

17,971

(576)

(3,116)

11,105
280

–

$1,604 $715,247 $1,127,823

$ 56,826 $(33,367) $1,868,133

$10,494 $1,878,627

Net loss attributable to TCF Financial

Corporation

Other comprehensive loss
Public offering of preferred stock
Net distribution to non-controlling

interest

Dividends on preferred stock
Dividends on common stock
Grants of restricted stock, 1,822,025
Common shares purchased by TCF

employee benefit plans

Cancellation of shares of restricted

stock

Cancellation of common shares for

tax withholding

Net amortization of stock

compensation

Stock compensation tax expense
Change in shares held in trust for
deferred compensation plans, at
cost

–
–
4,006,900

–
–
–

–
–
263,240

–
–
–
–

–

–
–

–

–
–
–
1,822,025

1,742,990

(322,908)

(179,724)

–
–

–

–
–
–
–

–

–
–

–

–
–
–

–
–
–
18

(3)

(2)

–
–

–

–
–
–

–
–
–
(18)

(212,884)
–
–

–
(5,606)
(31,904)
–

19,445

(1,198)

(1,947)

11,108
(659)

8,062

–

–
–

–

–
(44,383)
–

–
–
–
–

–

–
–

–

–
–
–

–
–
–
–

–

–
–

(212,884)
(44,383)
263,240

–
(5,606)
(31,904)
–

19,462

(1,185)

(1,949)

11,108
(659)

(8,062)

–

6,187
–
–

(3,411)
–
–
–

–

–
–

–

(206,697)
(44,383)
263,240

(3,411)
(5,606)
(31,904)
–

19,462

(1,185)

(1,949)

11,108
(659)

–

Balance, December 31, 2012

4,006,900 163,428,763 $263,240

$1,634 $750,040 $ 877,445

$ 12,443 $(41,429) $1,863,373

$13,270 $1,876,643

Net income attributable to TCF

Financial Corporation
Other comprehensive loss
Net distribution to non-controlling

interest

Dividends on preferred stock
Dividends on common stock
Grants of restricted stock,

532,777 shares

Common shares purchased by TCF

employee benefit plans

Cancellation of shares of restricted

stock

Cancellation of common shares for

tax withholding

Net amortization of stock

compensation

Stock compensation tax expense
Change in shares held in trust for
deferred compensation plans, at
cost

–
–

–
–
–

–

–
–

–

–
–

–
–
–

532,777

1,389,819

(120,313)

(66,185)

–
–

–

–
–

–
–
–

–

–
–

–

–
–

–
–
–

–
–

–
–
–

(5)

20,165

–

(1)

–
–

–

(299)

(954)

10,398
(473)

769

151,668
–

–
(19,065)
(32,227)

–

–
–

–

–
(39,656)

–
–
–

–

–
–

–

–
–

–
–
–

–

–
–

151,668
(39,656)

7,032
–

158,700
(39,656)

–
(19,065)
(32,227)

–

20,179

(274)

(955)

10,398
(473)

(8,511)
–
–

–

–
–

–

(8,511)
(19,065)
(32,227)

–

20,179

(274)

(955)

10,398
(473)

–

(769)

–

Balance, December 31, 2013

4,006,900 165,164,861 $263,240

$1,652 $779,641 $ 977,846

$(27,213) $(42,198) $1,952,968

$11,791 $1,964,759

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

(In thousands)
Cash flows from operating activities:

Net income (loss) attributable to TCF Financial Corporation
Adjustments to reconcile net income (loss) to net cash provided by operating

activities:
Provision for credit losses
Depreciation and amortization
Proceeds from sales of loans and leases held for sale
Gains on sales of assets, net
Loss on termination of debt
Net income attributable to non-controlling interest
Originations of loans held for sale, net of repayments
Net increase (decrease) in other assets and accrued expenses and other

liabilities
Other, net

Net cash provided by operating activities

Cash flows from investing activities:

Loan originations and purchases, net of principal collected on loans and

leases

Purchases of equipment for lease financing
Purchase of leasing and equipment finance portfolios
Purchase of inventory finance portfolios
Acquisition of Gateway One Lending & Finance, LLC, net of cash acquired
Proceeds from sales of loans
Proceeds from sales of lease receivables
Proceeds from sales of securities available for sale
Proceeds from sales of other securities
Purchases of securities available for sale
Proceeds from maturities of and principal collected on securities available for

sale

Purchases of Federal Home Loan Bank stock
Redemption of Federal Home Loan Bank stock
Proceeds from sales of real estate owned
Purchases of premises and equipment
Other, net

Year Ended December 31,

2013

2012

2011

151,668

$ (212,884) $ 109,394

118,368
117,950
277,180
(61,265)
–
7,032
(353,982)

190,371
(36,288)

411,034

(1,196,030)
(904,383)
–
(9,658)
–
1,378,235
43,215
46,096
–
(47,734)

91,416
(18,789)
40,976
102,250
(37,859)
30,476

247,443
109,192
161,221
(140,665)
550,735
6,187
(171,420)

(67,985)
14,839

200,843
73,183
40,571
(16,465)
–
4,993
(32,987)

92,176
28,011

496,663

499,719

(1,353,981)
(938,228)
–
(37,527)
–
560,421
78,805
2,074,494
14,550
(645,880)

202,431
(157,517)
197,571
132,044
(44,082)
40,418

812,988
(894,593)
(68,848)
(5,905)
(94,323)
167,911
122,819
181,696
–
(1,039,379)

586,816
(6,663)
29,093
107,428
(34,865)
34,334

Net cash (used in) provided by investing activities

(481,789)

123,519

(101,491)

Cash flows from financing activities:

Net increase in deposits
Net increase (decrease) in short-term borrowings
Proceeds from long-term borrowings
Payments on long-term borrowings
Net proceeds from public offerings of preferred stock
Net proceeds from public offering of common stock
Redemption of subordinated debt
Redemption of trust preferred securities
Net distributions to non-controlling interest
Dividends paid on preferred stock
Dividends paid on common stock
Stock compensation tax (expense) benefit
Common shares sold to TCF employee benefit plans

Net cash (used in) provided by financing activities

Net (decrease) increase in cash and due from banks
Cash and due from banks at beginning of period

370,356
2,299
744,348
(1,120,402)
–
–
(71,020)
–
(8,511)
(19,065)
(32,227)
(473)
20,179

1,848,782
(3,797)
1,283,466
(4,164,102)
263,240
–
–
(115,010)
(3,411)
(5,606)
(31,904)
(659)
19,462

(114,516)

(909,539)

(185,271)
1,100,347

(289,357)
1,389,704

617,992
(120,374)
1,898
(376,087)
–
219,666
–
–
(2,999)
–
(30,772)
280
17,971

327,575

725,803
663,901

Cash and due from banks at end of period

915,076

$ 1,100,347

$ 1,389,704

Supplemental disclosures of cash flow information:

Cash paid (received) for:

Interest on deposits and borrowings

Income taxes, net

Transfer of loans to other assets

See accompanying notes to consolidated financial statements.

61,453

$ 108,524

$ 231,353

(28,456) $

(13,376) $

(12,012)

112,463

$ 137,311

$ 175,361

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies
Basis of Presentation The consolidated financial statements include the accounts of TCF Financial Corporation and its wholly
owned subsidiaries (‘‘TCF’’). TCF Financial Corporation, a Delaware corporation, is a national bank holding company engaged
primarily in retail banking and wholesale banking through its primary subsidiary, TCF National Bank (‘‘TCF Bank’’). References
herein to ‘‘TCF Financial’’ refer to TCF Financial Corporation on an unconsolidated basis. TCF Bank owns leasing and equipment
finance, inventory finance, auto finance and real estate investment trust subsidiaries. These subsidiaries are consolidated with
TCF Bank and are included in the consolidated financial statements of TCF Financial Corporation. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior years’ financial statements to conform to the current year presentation.

The preparation of financial statements in conformity with United States Generally Accepted Accounting Principles (‘‘GAAP’’)
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses
during the reporting period. These estimates are based on information available to management at the time the estimates are
made. Actual results could differ from those estimates.

Critical Accounting Policies

Critical Accounting Estimates Critical accounting estimates occur in certain accounting policies and procedures and are
particularly susceptible to significant change. Policies that contain critical accounting estimates include the determination of the
allowance for loan and lease losses, lease financings and income taxes.

Allowance for Loan and Lease Losses The allowance for loan and lease losses is maintained at a level appropriate to provide for
probable loan and lease losses incurred in the portfolio as of the balance sheet date, including known or anticipated problem
loans and leases, as well as for loans and leases which are not currently known to require specific allowances. Loans classified as
TDR loans are considered impaired loans. TCF individually evaluates impairment on all impaired commercial and inventory
finance loans, certain large impaired equipment finance loans and leases, large consumer real estate troubled debt restructured
(‘‘TDR’’) loans, auto finance TDR loans, and all non-accrual Winthrop leases. All other loans and leases are evaluated collectively
for impairment. See Note 6, Allowance for Loan and Lease Losses and Credit Quality Information, for a definition of impaired
loans.

Loan impairment on consumer TDR loans is a key component of the allowance for loan and lease losses. The impairment is
based upon the present value of the expected future cash flows discounted at the loan’s initial effective interest rate
incorporating certain assumptions for prepayments, default rates and loss severity based on historical performance. Due to the
fact that the impairment is calculated utilizing the initial effective interest rate versus the modified interest rate a portion of the
impairment constitutes an interest component. See Note 6, Allowance for Loan and Lease Losses and Credit Quality
Information, for further information on the determination of the allowance for losses on accruing consumer real estate TDR
loans.

Loan impairment on commercial, equipment finance and inventory finance loans is generally based upon the present value of the
expected future cash flows discounted at the loan’s initial effective interest rate, unless the loans are collateral dependent, in
which case loan impairment is based upon the fair value of collateral less estimated selling costs; however, if payment or
satisfaction of the loan is dependent on the operation, rather than the sale, of the collateral, the impairment does not include
selling costs.

The impairment for all other loans and leases is evaluated collectively by various characteristics. The collective evaluation of
incurred losses in these portfolios is based upon overall risk characteristics, changes in the character or size of portfolios, risk
rating migration, and prevailing economic conditions. Additionally, the level of historical net charge-off amounts, delinquencies in
the loan and lease portfolios, values of underlying loan and lease collateral and other relevant factors are reviewed to determine
the amount of the allowance.

Loans and leases are charged off to the extent they are deemed to be uncollectible. Charge-offs related to confirmed losses are
utilized in the historical data used in the allowance for loan and lease losses calculations. Consumer real estate loans are charged
off to the estimated fair value of underlying collateral, less estimated selling costs, no later than 150 days past due. Auto finance

loans are generally charged off to the estimated fair value of underlying collateral, less estimated selling costs, if repossession is
reasonably assured and in process. Otherwise, auto finance loans are charged off in full no later than 120 days past due.
Additional review of the fair value, less estimated costs to sell, compared with the recorded value occurs upon foreclosure, and
additional charge-offs are recorded if necessary. Valuation adjustments on residential properties, made within four months after
obtaining title or possession of the property, are recorded as charge-offs against the allowance for loan and lease losses.
Subsequent valuation adjustments are recorded as foreclosed real estate expense. Deposit account overdrafts, which are
included within other loans, are charged off at or before they are 60 days past due. Commercial loans, leasing and equipment
finance loans, and inventory finance loans which are considered collateral dependent, are charged off to estimated fair value, less
estimated selling costs, when it becomes probable, based on current information and events, that all principal and interest
amounts will not be collectible in accordance with contractual terms. Loans which are not collateral dependent are charged off
when deemed uncollectible based on specific facts and circumstances.

The amount of the allowance for loan and lease losses significantly depends upon management’s estimates of variables
affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash
flows expected to be received. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments
due to changing economic prospects of borrowers, lessees or properties. These estimates are reviewed periodically and
adjustments, if necessary, are recorded in the provision for credit losses in the periods in which they become known.

Lease Financing TCF provides various types of commercial lease financing that are classified for accounting purposes as direct
financing, sales-type or operating leases. Leases that transfer substantially all of the benefits and risks of ownership to the lessee
are classified as direct financing or sales-type leases and are included in loans and leases. Direct financing and sales-type leases
are carried at the combined present value of future minimum lease payments and lease residual values. The determination of
lease classification requires various judgments and estimates by management including the fair value of the equipment at lease
inception, useful life of the equipment under lease, estimate of the lease residual value and collectability of minimum lease
payments.

Sales-type leases generate dealer profit which is recognized at lease inception by recording lease revenue net of lease cost.
Lease revenue consists of the present value of the future minimum lease payments. Lease cost consists of the leased
equipment’s book value, less the present value of its residual. Interest income on direct financing and sales-type leases is
recognized using methods which approximate a level yield over the fixed, non-cancelable term of the lease. TCF receives pro rata
rent payments for the interim period until the lease contract commences and the fixed, non-cancelable lease term begins. TCF
recognizes these interim payments in the month they are earned and records the income in interest income on direct finance
leases. Management has policies and procedures in place for the determination of lease classification and review of the related
judgments and estimates for all lease financings.

Some lease financings include a residual value component, which represents the estimated fair value of the leased equipment at
the expiration of the initial term of the transaction. The estimation of residual values involves judgment regarding product and
technology changes, customer behavior, shifts in supply and demand, and other economic assumptions. TCF reviews residual
assumptions on the portfolio at least annually and downward adjustments, if necessary, are charged to non-interest expense in
the periods in which they become known.

TCF occasionally sells minimum lease payments, as a credit risk reduction tool, to third-party financial institutions at fixed rates
on a non-recourse basis with its underlying equipment as collateral. For those transactions which achieve sale treatment, the
related lease cash flow stream and the non-recourse financing are derecognized. For those transactions which do not achieve
sale treatment, the underlying lease remains on TCF’s Consolidated Statements of Financial Condition and non-recourse debt is
recorded in the amount of the proceeds received. TCF retains servicing of these leases and bills, collects and remits funds to the
third-party financial institution. Upon default by the lessee, the third-party financial institutions may take control of the underlying
collateral which TCF would otherwise retain as residual value.

Leases which do not transfer substantially all benefits and risks of ownership to the lessee are classified as operating leases.
Such leased equipment and related initial direct costs are included in other assets on the Consolidated Statements of Financial
Condition and depreciated, on a straight-line basis over the term of the lease, to its estimated salvage value. Depreciation
expense is recorded as operating lease expense and included in non-interest expense. Operating lease rental income is
recognized when it is due and is reflected as a component of non-interest income. An allowance for lease losses is not provided
on operating leases.

Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis carrying amounts. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are

expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period in which the enactment date occurs. Also, if current period income tax rates change, the impact on the
annual effective income tax rate is applied year-to-date in the period of enactment.

The determination of current and deferred income taxes is a critical accounting estimate which is based on complex analyses of
many factors, including interpretation of income tax laws, the evaluation of uncertain tax positions, differences between the tax
and financial reporting bases of assets and liabilities (temporary differences), estimates of amounts due or owed, the timing of
reversals of temporary differences and current financial accounting standards. Additionally, there can be no assurance that
estimates and interpretations used in determining income tax liabilities will not be challenged by taxing authorities. Actual results
could differ significantly from the estimates and tax law interpretations used in determining the current and deferred income tax
liabilities.

In the preparation of income tax returns, tax positions are taken based on interpretation of income tax laws for which the
outcome is uncertain. Management periodically reviews and evaluates the status of uncertain tax positions and makes estimates
of amounts ultimately due or owed. The benefits of tax positions are recorded in income tax expense in the Consolidated
Statements of Income, net of the estimates of ultimate amounts due or owed, including any applicable interest and penalties.
Changes in the estimated amounts due or owed may result from closing of the statute of limitations on tax returns, new
legislation, clarification of existing legislation through government pronouncements, judicial action and through the examination
process. TCF’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the
Consolidated Statements of Income.

Other Significant Accounting Policies

Investments Investments are carried at cost and adjusted for amortization of premiums or accretion of discounts, using a level
yield method. TCF periodically evaluates investments for other than temporary impairment with losses, if any, recorded in
non-interest income within gains on securities, net.

Securities Available for Sale Securities available for sale are carried at fair value with the unrealized gains or losses, net of
related deferred income taxes, reported within accumulated other comprehensive income (loss), a separate component of
equity. The cost of securities sold is determined on a specific identification basis and gains or losses on sales of securities
available for sale are recognized on trade dates. TCF evaluates securities available for sale for other than temporary impairment
on a quarterly basis. Declines in the value of securities available for sale that are considered other than temporary are recorded
net of gains on securities in non-interest income. Discounts and premiums on securities available for sale are amortized using a
level yield method over the expected life of the security.

Loans and Leases Held for Sale Loans and leases designated as held for sale are carried at the lower of cost or fair value. Any
amount by which cost exceeds fair value is initially recorded as a valuation allowance and subsequently reflected in the gain or
loss on sale when sold.

Loans and Leases Loans and leases are reported at historical cost including net direct fees and costs associated with
originating and acquiring loans and leases. The net direct fees and costs for sales-type leases are offset against revenues
recorded at the commencement of sales-type leases. Discounts and premiums on acquired loans, net direct fees and costs,
unearned discounts and finance charges, and unearned lease income are amortized to interest income using methods which
approximate a level yield over the estimated remaining lives of the loans and leases. Net direct fees and costs on all lines of credit
are amortized on a straight line basis over the contractual life of the line of credit and adjusted for payoffs. Net deferred fees and
costs on consumer real estate lines of credit are amortized to service fee income.

Non-accrual Loans and Leases Loans and leases are generally placed on non-accrual status when the collection of interest
and principal is 90 days or more past due unless, in the case of commercial loans, they are well-secured and in the process of
collection. Consumer loans, other than real estate, and auto loans are placed on non-accrual status when interest and principal is
120 days past due. Delinquent junior lien loans are also placed on non-accrual status when there is evidence that the related third-
party first lien mortgage may be 90 days or more past due. Consumer loans are also generally placed on non-accrual status,
regardless of delinquency, within 60 days of notification of bankruptcy or upon discharge under a Chapter 7 bankruptcy
proceeding.

Loans on non-accrual status are reported as non-accrual loans until there is sustained repayment performance for six consecutive
months, with the exception of loans not reaffirmed upon discharge under Chapter 7 bankruptcy, which remain on non-accrual
status permanently. Income on these loans is recognized on a cash basis when there is sustained repayment performance for six
consecutive months, the loan is not more than 60 days delinquent and a current credit evaluation has been completed.

Generally, when a loan or lease is placed on non-accrual status, uncollected interest accrued in prior years is charged-off against
the allowance for loan and lease losses and interest accrued in the current year is reversed against interest income. For
non-accrual leases that have been discounted with third-party financial institutions on a non-recourse basis, the related liability is
also placed on non-accrual status. Interest payments received on loans and leases in non-accrual status are generally applied to
principal unless the remaining principal balance has been determined to be fully collectible, in which case interest income is
recognized on a cash basis.

Premises and Equipment Premises and equipment, including leasehold improvements, are carried at cost and are
depreciated or amortized on a straight-line basis over estimated useful lives of owned assets and for leasehold improvements
over the estimated useful life of the related asset or the lease term, whichever is shorter. Maintenance and repairs are charged to
expense as incurred. Rent expense for leased land with facilities is recognized in occupancy and equipment expense. Rent
expense for leases with free rent periods or scheduled rent increases is recognized on a straight-line basis over the lease term.

Other Real Estate Owned and Repossessed and Returned Assets Assets acquired through foreclosure, repossession or
returned to TCF are initially recorded at the lower of the loan or lease carrying amount or fair value of the collateral less estimated
selling costs at the time of transfer to real estate owned or repossessed and returned assets. The fair value of other real estate
owned is determined through independent third-party appraisals, automated valuation methods or real estate broker’s price
opinions less estimated selling costs. The fair value of repossessed and returned assets is based on available pricing guides,
auction results or price opinions less estimated selling costs. Within four months of a loan or lease transferring to other real
estate owned or repossessed and returned assets, any carrying amount in excess of the fair value less estimated selling costs is
charged off to the allowance for loan and lease losses. Subsequently, if the fair value of an asset, less the estimated costs to sell,
declines to less than the carrying amount of the asset, the shortfall is recognized in the period in which it becomes known and is
included in other non-interest expense. Operating expenses of properties and recoveries on sales of other real estate owned are
recorded in foreclosed real estate and repossessed assets, net. Operating revenue from foreclosed property is included in other
non-interest income. Other real estate owned at December 31, 2013 and 2012, was $68.9 million and $97 million, respectively.
Repossessed and returned assets at both December 31, 2013 and 2012, were $3.5 million.

Investments in Affordable Housing Limited Partnerships Investments in affordable housing consist of investments in
limited partnerships that operate qualified affordable housing projects or that invest in other limited partnerships formed to
operate affordable housing projects. TCF generally utilizes the effective yield method to account for these investments with the
tax credits and amortization of the investment reflected in the Consolidated Statements of Income as a reduction of income tax
expense. However, depending on circumstances, the equity or cost methods may be utilized. The amount of the investment
along with any unfunded equity contributions which are unconditional and legally binding are recorded in other assets. A liability
for the unfunded equity contributions is recorded in other liabilities. At December 31, 2013, TCF’s investments in affordable
housing limited partnerships were $10.9 million, compared with $15.8 million at December 31, 2012.

At December 31, 2013, five of these investments in affordable housing limited partnerships are considered variable interest
entities. These partnerships are not consolidated with TCF. As of December 31, 2013 and 2012, the carrying amount of these five
investments was $10.3 million and $15.2 million, respectively. The maximum exposure to loss on these five investments was
$10.3 million at December 31, 2013, however the general partner of these partnerships provides various guarantees to TCF
including guaranteed minimum returns. These guarantees are backed by an investment grade credit-rated company, which
further reduces the risk of loss. In addition to the guarantees, the investments are supported by the performance of the
underlying real estate properties which also mitigates the risk of loss.

Interest-Only Strips TCF periodically sells loans to third party financial institutions at fixed or variable rates. For those
transactions which achieve sale treatment, the underlying loan is not recognized on TCF’s Consolidated Statements of Financial
Condition. The Company sells these loans at par value and generally retains an interest in the future cash flows of borrower loan
payments, known as an interest-only strip. The interest-only strip is recorded at fair value at the time of sale. The fair value of the
interest-only strip represents the present value of future cash flows generated by the loans to be retained by TCF. After initial
recording of the interest-only strip, the accretable yield is measured as the difference between the initial investment, or fair
value, and the cash flows expected to be collected. The accretable yield is amortized into interest income over the life of the
interest-only strip using the effective yield method. The expected cash flows are evaluated quarterly to determine if they have
changed from previous projections. If the present value of the original cash flows expected to be collected is less than the
present value of the current estimate of cash flows to be collected, the change is adjusted prospectively over the remaining life
of the interest-only strip. If the present value of the original cash flows expected to be collected is greater than the present value
of the current estimate, an other than temporary impairment is generally recorded.

Intangible Assets All assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, are
recorded at fair value. Goodwill is recorded when the purchase price of an acquisition is greater than the fair value of net assets,
including identifiable intangible assets. Goodwill is not amortized, but assessed for impairment on an annual basis at the
reporting unit level, which is one level below reportable operating segments. Interim impairment analysis may be required if
events occur or circumstances change that would more likely than not reduce a reporting unit’s fair value below its carrying
amount. Other intangible assets are amortized on a straight-line or effective yield basis over their estimated useful lives, and are
subject to impairment if events or circumstances indicate a possible inability to realize their carrying amounts.

When testing for goodwill impairment, TCF may initially perform a qualitative assessment. Based on the results of this qualitative
assessment, if TCF concludes it is more likely than not that a reporting unit’s fair value is less than its carrying amount, a
quantitative analysis is performed. TCF’s quantitative valuation methodologies primarily include discounted cash flow analysis in
determining fair value of reporting units. If the fair value is less than the carrying amount, additional analysis is required to
measure the amount of impairment. Impairment losses, if any, are recorded as a charge to non-interest expense and an
adjustment to the carrying value of goodwill.

Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate their carrying
amount may not be recoverable. Impairment is indicated if the sum of the undiscounted estimated future net cash flows is less
than the carrying value of the intangible asset. Impairment losses, if any, permanently reduce the carrying value of the other
intangible assets.

Stock-Based Compensation The fair value of restricted stock and stock options is determined on the date of grant and
amortized to compensation expense, with a corresponding increase in additional paid-in capital, over the longer of the service
period or performance period, but in no event beyond an employee’s retirement date or date of employment termination. For
performance-based restricted stock, TCF estimates the degree to which performance conditions will be met to determine the
number of shares that will vest and the related compensation expense. Compensation expense is adjusted in the period such
estimates change. Non-forfeitable dividends, if any, paid on shares of restricted stock are recorded to retained earnings for
shares that are expected to vest and to compensation expense for shares that are not expected to vest.

Income tax benefits related to stock compensation, in excess of grant date fair value less any proceeds on exercise, are
recognized as additional paid-in capital upon vesting or exercise and delivery of the stock. Any income tax benefits that are less
than grant date fair value less any proceeds on exercise are recognized as a reduction of additional paid in capital to the extent of
previously recognized income tax benefits and then as income tax expense for any remaining amount. See Note 15, Stock
Compensation, for additional information concerning stock-based compensation.

Deposit Account Overdrafts Deposit account overdrafts are reported in other loans and leases. Net losses on uncollectible
overdrafts are reported as net charge-offs in the allowance for loan and lease losses within 60 days from the date of overdraft.
Uncollectible deposit fees are reversed against fees and service charges and a related reserve for uncollectible deposit fees is
maintained in other liabilities. Other deposit account losses are reported in other non-interest expense.

Note 2. Cash and Due from Banks
At December 31, 2013 and 2012, TCF Bank was required by Federal Reserve regulations to maintain reserves of $95.5 million
and $79.7 million, respectively, in cash on hand or at the Federal Reserve.

TCF maintains cash balances that are restricted as to their use in accordance with certain contractual agreements primarily
related to the sale and servicing of auto loans and consumer real estate loans. Cash payments received on loans serviced for third
parties are held in separate accounts until remitted. TCF also retains cash balances for potential loss recourse on certain sold auto
loans as well as cash for collateral on certain borrowings and foreign exchange contracts. TCF maintained restricted cash totaling
$46.1 million and $28.8 million at December 31, 2013 and 2012, respectively.

Note 3. Investments
Investments consist of the following.

(In thousands)
Federal Home Loan Bank stock, at cost
Federal Reserve Bank stock, at cost
Mortgage-backed securities
Other

Total investments

At December 31,
2013
$ 56,845
37,481
14,610
5,302

2012
$ 79,032
36,178
–
5,657

$114,238

$120,867

The investments in Federal Home Loan Bank stock are required investments related to TCF’s membership in and current
borrowings from the Federal Home Loan Bank (‘‘FHLB’’) of Des Moines. All Federal Home Loan Banks (‘‘FHLBanks’’) obtain their
funding primarily through issuance of consolidated obligations of the FHLB system. The U.S. Government does not guarantee
these obligations, and each of the 12 FHLBanks are jointly and severally liable for repayment of each other’s debt. Therefore,
TCF’s investments in FHLB of Des Moines could be adversely impacted by the financial operations of the FHLBanks and actions
of their regulator, the Federal Housing Finance Agency.

TCF Bank is required to hold Federal Reserve Bank stock equal to 6% of TCF Bank’s capital surplus, which is additional paid-in
capital stock, less any deficit retained earnings, gains (losses) on available for sale securities, and foreign currency translation
adjustments as of the current period end. Mortgage-backed securities primarily consist of U.S. Government sponsored
enterprises and federal agencies. During 2013, TCF transferred $9.3 million of available for sale mortgage-backed securities to
held to maturity, reflecting TCF’s intent to hold those securities to maturity. Other investments primarily consist of non-trading
mortgage-backed securities and other bonds which qualify for investment credit under the Community Reinvestment Act.

During 2013, TCF recorded an impairment charge of $246 thousand on other investments, which had a carrying value of
$5.3 million at December 31, 2013, as full recovery is not expected. During 2012, TCF recorded an impairment charge of
$865 thousand on other investments, which had a carrying value of $5.7 million at December 31, 2012.

During the second quarter of 2012, TCF sold its Visa Class B stock, resulting in a net $13.1 million pre-tax gain recorded in
non-interest income within the Consolidated Statement of Income. In conjunction with the sale, TCF and the purchaser entered
into a derivative transaction whereby TCF may receive or be required to make cash payments whenever the conversion ratio of
Visa Class B stock into Visa Class A stock is adjusted.

The carrying values and yields on investments by contractual maturity at December 31, 2013 and 2012, are shown below.

At December 31,

2013

2012

(Dollars in thousands)
Due in one year or less
Due in 1-5 years
Due in 5-10 years
Due after 10 years
No stated maturity

Total

–% $

Carrying

Value Yield

–
3,000
–
16,912
94,326

2.90
–
3.52
3.93

Carrying
Value
100
1,600
1,000
2,957
115,210

Yield
1.00%
3.31
3.00
5.55
3.73

$114,238

3.84% $120,867

3.76%

Note 4. Securities Available for Sale
Securities available for sale consist of the following.

At December 31,

2013

2012

(In thousands)

Mortgage-backed securities:

U.S. Government sponsored
enterprises and federal
agencies

Other

Other securities

Total

Gross
Amortized Unrealized Unrealized
Losses

Gross

Gains

Cost

Gross
Fair Amortized Unrealized Unrealized
Losses

Gross

Gains

Cost

Value

Fair
Value

$592,283
93
1,642

$594,018

$1,131
–
1,292

$2,423

$45,377
–
–

$548,037
93
2,934

$691,570
127
1,642

$21,693
–
268

$3,209
–
–

$710,054
127
1,910

$45,377

$551,064

$693,339

$21,961

$3,209

$712,091

Weighted-average yield

2.65%

2.70%

Gross realized gains of $1.2 million, $90.2 million and $8 million were recognized on sales of securities available for sale during
2013, 2012 and 2011, respectively. At December 31, 2013 and 2012, mortgage-backed securities of $14.7 million and
$19.8 million, respectively, were pledged as collateral to secure certain deposits and borrowings. There were no impairment
charges recognized during 2013. During 2012 and 2011, TCF recorded impairment charges of $225 thousand and
$768 thousand, respectively, on other securities as full recovery was not expected.

Unrealized losses on securities available for sale are due to lower values for equity securities or changes in interest rates. TCF has
the ability and intent to hold these investments until a recovery of fair value occurs.

The following table shows the gross unrealized losses and fair value of securities available for sale that are in a loss position at
December 31, 2013 and 2012, aggregated by investment category and length of time the securities were in a continuous loss
position.

(In thousands)
Mortgage-backed securities:

U.S. Government sponsored

Less than 12 months
Fair Unrealized
Losses

Value

At December 31, 2013
12 months or more

Total

Fair Unrealized
Losses

Value

Fair Unrealized
Losses

Value

enterprises and federal agencies

$353,449

$22,678

$156,472

$22,699

$509,921

Total

$353,449

$22,678

$156,472

$22,699

$509,921

$45,377

(In thousands)
Mortgage-backed securities:

U.S. Government sponsored

enterprises and federal agencies

Total

Less than 12 months

At December 31, 2012
12 months or more

Total

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

$186,418

$3,209

$ –

$186,418

$3,209

The amortized cost, fair value and yield of securities available for sale by contractual maturity, at December 31, 2013 and 2012,
are shown below. The remaining contractual principal maturities do not consider prepayments. Remaining expected maturities
will differ from contractual maturities because borrowers may have the right to prepay.

(Dollars in thousands)
Due in 1-5 years
Due in 5-10 years
Due after 10 years
No stated maturity

Total

Note 5. Loans and Leases

(Dollars in thousands)
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate:

Permanent
Construction and development

Total commercial real estate

Commercial business

Total commercial

Leasing and equipment finance:(1)

Equipment finance loans
Lease financings:

Direct financing leases
Sales-type leases
Lease residuals
Unearned income and deferred lease costs

Total lease financings

Total leasing and equipment finance

Inventory finance
Auto finance
Other

Total loans and leases

At December 31, 2013

At December 31, 2012

Amortized
Cost
138
24,328
567,910
1,642

Fair

Value Yield

140
24,543
523,447
2,934

5.24%
2.17
2.67
–

Amortized
Cost
102
114
691,481
1,642

Fair
Value
107
115
709,959
1,910

Yield
9.17%
2.63
2.71
–

$594,018

$551,064

2.65%

$693,339

$712,091

2.70%

At December 31,
2013

At December 31,
2012

Percent
Change

$ 3,766,421
2,572,905

$ 4,239,524
2,434,977

6,339,326

6,674,501

(11.2)%
5.7

(5.0)

2,604,673
139,024

2,743,697
404,655

3,148,352

2,934,849
146,093

3,080,942
324,293

3,405,235

(11.3)
(4.8)

(10.9)
24.8

(7.5)

1,546,134

1,306,423

18.3

1,846,829
61,125
108,203
(133,536)

1,882,621

3,428,755
1,664,377
1,239,386
26,743

1,905,532
24,371
103,207
(141,516)

1,891,594

3,198,017
1,567,214
552,833
27,924

(3.1)
150.8
4.8
5.6

(.5)

7.2
6.2
124.2
(4.2)

$15,846,939

$15,425,724

2.7%

(1) Operating leases of $77.7 million and $82.9 million at December 31, 2013 and 2012, respectively, are included in other assets in the

Consolidated Statements of Financial Condition.

At December 31, 2013 and 2012, the consumer real estate junior lien portfolio was comprised of $2.1 billion and $1.9 billion,
respectively, of home equity lines of credit (‘‘HELOCs’’) and $505.5 million and $577.8 million, respectively, of amortizing junior
lien mortgage loans. At December 31, 2013 and 2012, $969.2 million and $1.2 billion, respectively, of the consumer real estate
junior lien HELOCs were interest-only revolving draw programs with no defined amortization period and draw periods of 5 to
40 years. At December 31, 2013 and 2012, $1.1 billion and $675.4 million, respectively, had a 10-year interest-only draw period
and a 20-year amortization repayment period and all were within the 10-year initial draw period, and have not yet converted to
amortizing loans.

During the years ended December 31, 2013 and 2012, TCF sold $795.3 million and $536.7 million, respectively, of consumer auto
loans with servicing retained and limited representations and indemnifications, received cash of $780.3 million and
$524.9 million, respectively, and recognized net gains of $29.7 million and $22.1 million, respectively. Related to these sales, TCF
retained interest-only strips of $50.7 million and $39.5 million for the years ended December 31, 2013 and 2012, respectively. At

December 31, 2013, interest-only strips and contractual recourse liabilities related to sales of auto loans totaled $64.9 million and
$1.1 million, respectively. At December 31, 2012, interest-only strips and contractual recourse liabilities related to sales of auto
loans totaled $46.7 million and $3.6 million, respectively. TCF recorded impairment charges related to auto finance interest-only
strips of $5.4 million and $458 thousand during the years ended December 31, 2013 and 2012, respectively. These impairments
were related to higher prepayments than originally assumed. No servicing assets or liabilities related to consumer auto loans
were recorded within TCF’s Consolidated Statements of Financial Condition, as the contractual servicing fees are adequate to
compensate TCF for its servicing responsibilities. TCF’s auto loan managed portfolio, which includes portfolio loans, loans held
for sale, and loans sold and serviced for others, totaled $2.4 billion and $1.3 billion at December 31, 2013 and 2012, respectively.

During the years ended December 31, 2013 and 2012, TCF sold $763.1 million and $161.8 million, respectively, of consumer real
estate loans, with limited representations, indemnifications, and limited credit guarantees, received cash of $767.3 million and
$167.2 million, respectively, and recognized net gains of $21.7 million and $5.4 million, respectively. Related to these sales, TCF
retained interest-only strips of $22.2 million and $1.1 million for the years ended December 31, 2013 and 2012, respectively. At
December 31, 2013, interest-only strips and contractual recourse liabilities related to sales of consumer real estate loans totaled
$19.6 million and $563 thousand, respectively. TCF recorded impairment charges related to consumer real estate interest-only
strips of $466 thousand during the year ended December 31, 2013 and had no impairment charges recorded during the year
ended December 31, 2012. No servicing assets or liabilities related to consumer real estate loans were recorded within TCF’s
Consolidated Statements of Financial Condition, as the contractual servicing fees are adequate to compensate TCF for its
servicing responsibilities based on the amount demanded by the marketplace. TCF’s consumer real estate loan managed
portfolio, which includes portfolio loans, loans held for sale, and loans sold and serviced for others, totaled $7 billion and
$6.7 billion at December 31, 2013 and 2012, respectively.

From time to time, TCF sells leasing and equipment finance loans and minimum lease payments to third-party financial
institutions at fixed rates. During the years ended December 31, 2013 and 2012, TCF sold $60.3 million and $102.4 million,
respectively, of loans and minimum lease payment receivables, received cash of $62.1 million and $105.9 million, respectively,
and recognized a net gain of $487 thousand and $2.1 million, respectively. Related to these sales, TCF had servicing liabilities of
$1.3 million for both the years December 31, 2013 and 2012. At December 31, 2013 and 2012, TCF had total servicing liabilities
related to leasing and equipment finance of $1.7 million and $1.2 million, respectively. At December 31, 2013 and 2012, TCF had
lease residuals related to sales of outstanding minimum lease payments receivable of $15.2 million included in loans and leases
and $14.8 million included in other assets, respectively. TCF’s leasing and equipment finance loan managed portfolio, which
includes portfolio loans, loans held for sale, and loans sold and serviced for others, totaled $3.6 billion and $3.4 billion at
December 31, 2013 and 2012, respectively.

During the year ended December 31, 2013, TCF sold $86.5 million of commercial loans and recognized a net gain of $1.6 million.
There were no material sales of commercial loans during the year ended 2012. There were no servicing liabilities related to these
sales.

TCF’s agreements to sell consumer real estate and auto loans typically contain certain representations and warranties regarding
the loans sold. These representations and warranties generally relate to, among other things, the ownership of the loan, the
validity, priority and perfection of the lien securing the loan, accuracy of information supplied to the buyer, the loan’s compliance
with the criteria set forth in the agreement, payment delinquency, and compliance with applicable laws and regulations. TCF may
be required to repurchase loans in the event of an unremedied breach of these representations or warranties. During the years
ended December 31, 2013 and 2012, losses related to repurchases pursuant to such representations and warranties were
immaterial as the majority of such repurchases were of consumer auto loans where TCF typically has contractual agreements
with the automobile dealership that originated the loan requiring the dealer to repurchase such contracts from TCF.

Future minimum lease payments receivable for direct financing, sales-type leases and operating leases as of December 31, 2013
are as follows:

(In thousands)
2014
2015
2016
2017
2018
Thereafter

Total

$ 711,400
509,988
351,558
205,442
90,178
28,759

$1,897,325

Acquired Loans and Leases Within TCF’s acquired loan and lease portfolios, there were certain loans which had experienced
deterioration in credit quality at the time of acquisition. These loans had outstanding principal balances of $1.2 million and
$4.1 million at December 31, 2013 and 2012, respectively. The non-accretable discount on loans acquired with deteriorated
credit quality was $856 thousand at December 31, 2013 and $1.5 million at December 31, 2012. The accretable discount to be
recognized in income for these loans was $162 thousand at December 31, 2013 and $333 thousand at December 31, 2012.
Accretion of $153 thousand and $464 thousand was recorded for the years ended December 31, 2013 and 2012, respectively.

Note 6. Allowance for Loan and Lease Losses and Credit Quality
Information
The following tables provide the allowance for loan and lease losses and other information regarding the allowance for loan and
lease losses and balances by type of allowance methodology. TCF’s key credit quality indicator is the receivable’s payment
performance status, defined as accruing or non-accruing.

(In thousands)

Allowance for loan and lease losses:
Balance, at beginning of period
Charge-offs
Recoveries

Net charge-offs

Provision for credit losses
Other

Balance, at end of period

$ 176,030

Allowance for loan and lease losses:

Collectively evaluated for impairment
Individually evaluated for impairment

Total

54,449
121,581

$ 176,030

At or For the Year Ended December 31, 2013

Consumer

Real Estate Commercial

Leasing and
Equipment
Finance

Inventory
Finance

Auto
Finance

Other

Total

$ 182,013
(97,508)
8,644

51,575
(28,944)
2,770

(88,864)

(26,174)

87,100
(4,219)

12,515
(449)

37,467

28,994
8,473

37,467

21,037
(7,277)
3,968

(3,309)

1,005
–

7,569
(1,141)
373

(768)

1,949
(158)

4,136
(5,305)
607

798
(9,115)
6,518

267,128
(149,290)
22,880

(4,698)

(2,597)

(126,410)

13,215
(2,030)

2,584
–

118,368
(6,856)

18,733

8,592

10,623

785

252,230

17,093
1,640

8,308
284

10,528
95

781
4

120,153
132,077

18,733

8,592

10,623

785

252,230

Loans and leases outstanding:

Collectively evaluated for impairment
Individually evaluated for impairment
Loans acquired with deteriorated credit

$5,673,518
665,808

$2,971,308
177,044

$3,412,769
15,139

$1,657,636
6,741

$1,238,556
470

$26,649
94

$14,980,436
865,296

quality

Total

–

847

–

360

–

1,207

$6,339,326

$3,148,352

$3,428,755

$1,664,377

$1,239,386

$26,743

$15,846,939

At or For the Year Ended December 31, 2012

Consumer
Real Estate

Commercial

Leasing and
Equipment
Finance

Inventory
Finance

Auto
Finance

Other

Total

(In thousands)

Allowance for loan and lease losses:
Balance, at beginning of period
Charge-offs
Recoveries

Net charge-offs

Provision for credit losses
Other

$ 183,435
(184,785)
5,649

(179,136)

178,496
(782)

Balance, at end of period

$ 182,013

Allowance for loan and lease losses:

Collectively evaluated for impairment
Individually evaluated for impairment

Total

$ 181,139
874

$ 182,013

46,954
(40,836)
1,959

(38,877)

43,498
–

51,575

37,210
14,365

51,575

21,173
(15,248)
5,058

(10,190)

10,054
–

2,996
(1,838)
333

–
(1,164)
30

$ 1,114
(10,239)
7,314

255,672
(254,110)
20,343

(1,505)

(1,134)

(2,925)

(233,767)

6,060
18

6,726
(1,456)

2,609
–

247,443
(2,220)

21,037

7,569

4,136

798

267,128

20,337
700

7,339
230

4,136
–

798
–

250,959
16,169

21,037

7,569

4,136

798

267,128

Loans and leases outstanding:

Collectively evaluated for impairment
Individually evaluated for impairment
Loans acquired with deteriorated credit

quality

$6,669,424
5,077

$3,133,011
272,224

$3,187,393
7,754

$1,565,727
1,487

$551,456
101

$ 27,924
–

$15,134,935
286,643

–

2,870

–

1,276

–

4,146

Total

$6,674,501

$3,405,235

$3,198,017

$1,567,214

$552,833

$ 27,924

$15,425,724

Accruing and Non-accrual Loans and Leases The following tables set forth information regarding TCF’s accruing and
non-accrual loans and leases. Non-accrual loans and leases are those which management believes have a higher risk of loss than
accruing loans and leases. Delinquent balances are determined based on the contractual terms of the loan or lease. TCF’s key
credit quality indicator is the receivable’s payment performance status as accruing or non-accruing.

(In thousands)

Consumer real estate:
First mortgage lien
Junior lien

Total consumer real

estate
Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment

finance

Inventory finance
Auto finance
Other

Subtotal

Portfolios acquired with

deteriorated credit quality

Current-59 Days
Delinquent
and Accruing

60-89 Days
90 Days or
Delinquent More Delinquent
and Accruing

and Accruing

Total
Accruing

Non-Accrual

Total

At December 31, 2013

$ 3,564,716
2,531,151

$19,815
3,532

$1,079
–

$ 3,585,610
2,534,683

$180,811
38,222

$ 3,766,421
2,572,905

6,095,867

23,347

1,079

6,120,293

219,033

6,339,326

2,706,633
399,750

3,106,383

3,404,346
1,661,798
1,236,678
26,323

886
190

1,076

2,226
29
1,105
9

–
354

354

613
21
773
1

2,707,519
400,294

3,107,813

3,407,185
1,661,848
1,238,556
26,333

36,178
4,361

40,539

14,041
2,529
470
410

2,743,697
404,655

3,148,352

3,421,226
1,664,377
1,239,026
26,743

15,531,395

27,792

2,841

15,562,028

277,022

15,839,050

7,870

7,889

–

7,889

Total

$15,539,265

$27,806

$2,846

$15,569,917

$277,022

$15,846,939

Current-59 Days
Delinquent
and Accruing

60-89 Days
90 Days or
Delinquent More Delinquent
and Accruing

and Accruing

Total
Accruing

Non-Accrual

Total

At December 31, 2012

(In thousands)

Consumer real estate:
First mortgage lien
Junior lien

$ 3,963,873
2,386,567

Total consumer real estate

6,350,440

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

2,960,383
314,476

3,274,859
3,155,744
1,565,608
550,923
26,322

$28,132
6,170

34,302

604
17

621
2,726
109
228
20

$47,888
6,971

$ 4,039,893
2,399,708

$199,631
35,269

$ 4,239,524
2,434,977

54,859

6,439,601

234,900

6,674,501

1,655
354

2,009
534
10
304
11

2,962,642
314,847

3,277,489
3,159,004
1,565,727
551,455
26,353

118,300
9,446

127,746
13,652
1,487
101
1,571

3,080,942
324,293

3,405,235
3,172,656
1,567,214
551,556
27,924

Subtotal

14,923,896

38,006

57,727

15,019,629

379,457

15,399,086

Portfolios acquired with

deteriorated credit quality

26,348

221

26,638

–

26,638

Total

$14,950,244

$38,227

$57,796

$15,046,267

$379,457

$15,425,724

The following table provides interest income recognized on loans and leases in non-accrual status and contractual interest that
would have been recorded had the loans and leases performed in accordance with their original contractual terms.

(In thousands)
Contractual interest due on non-accrual loans and leases
Interest income recognized on loans and leases in non-accrual status

Foregone interest income

For the Year Ended December 31,

2013
$33,046
12,149

$20,897

2012
$39,232
9,401

2011
$37,645
7,371

$29,831

$30,274

The following table provides information regarding consumer real estate loans to customers currently involved in Chapter 7 and
Chapter 13 bankruptcy proceedings which have not yet been discharged or completed by the courts.

(In thousands)
Consumer real estate loans to customers in bankruptcy:

0-59 days delinquent and accruing
60+ days delinquent and accruing
Non-accrual

Total consumer real estate loans to customers in bankruptcy

At December 31,
2013

2012

$65,321
682
13,475

$79,478

$69,170
644
18,982

$88,796

For the years ended December 31, 2013 and 2012, interest income would have been reduced by approximately $858 thousand
and $910 thousand, respectively, had the accrual of interest income on the above consumer loans been discontinued upon
notification of bankruptcy.

Loan Modifications for Borrowers with Financial Difficulties
Included within loans and leases in the previous tables are
certain loans that have been modified in order to maximize collection of loan balances. If, for economic or legal reasons related to
the customer’s financial difficulties, TCF grants a concession, the modified loan is classified as a TDR.

The following tables provide a summary of accruing and non-accrual TDR loans by portfolio and regulatory classification.

(In thousands)
Consumer real estate
Commercial
Leasing and equipment finance
Inventory finance
Auto finance
Other

At December 31, 2013

Accruing TDR Loans
Classified Non-classified
$469,586
$ 37,054
19,435
101,436
–
1,021
–
4,212
–
–
93
–

Total Accruing Non-Accrual
TDR Loans
$134,487
26,209
2,447
–
470
1

TDR Loans
$506,640
120,871
1,021
4,212
–
93

Total
TDR Loans
$641,127
147,080
3,468
4,212
470
94

Total

$143,723

$489,114

$632,837

$163,614

$796,451

(In thousands)
Consumer real estate
Commercial
Leasing and equipment finance
Auto finance
Other

Total

Classified
$ 60,853
122,753
1,050
–
–

$184,656

Accruing TDR Loans

At December 31, 2012

Total Accruing
TDR Loans
$478,262
144,508
1,050
–
38

Non-Accrual
TDR Loans
$173,587
92,311
2,794
101
–

Total
TDR Loans
$651,849
236,819
3,844
101
38

Non-classified
$417,409
21,755
–
–
38

$439,202

$623,858

$268,793

$892,651

The amount of additional funds committed to consumer real estate and commercial borrowers in TDR status was $6.1 million
and $8.6 million at December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, no additional funds were
committed to leasing and equipment finance, inventory finance or auto finance borrowers in TDR status.

When a loan is modified as a TDR, principal balances are generally not forgiven. Loan modifications to troubled borrowers are not
reported as TDR loans in the calendar year after modification if the loans were modified at an interest rate equal to the yields of
new loan originations with comparable risk and the loans are performing based on the terms of the restructuring agreements. All
loans classified as TDR loans are considered to be impaired. During the year ended December 31, 2013, $17.1 million of
commercial loans were removed from TDR status as they were restructured at market terms and are performing.

The financial effects of TDR loans are presented in the following tables and represent the difference between interest income
recognized on accruing TDR loans and the contractual interest that would have been recorded under the original contractual
terms.

(In thousands)
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

Total

(In thousands)
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance

Total

(In thousands)
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance

Total

Year Ended December 31, 2013

Original Contractual
Interest Due on

Interest Income
Recognized on
Accruing TDR Loans Accruing TDR Loans

Foregone
Interest
Income

$32,520
3,448

35,968

6,610
369

6,979
66
30
4
5

$14,897
2,267

17,164

6,009
284

6,293
72
30
3
5

$17,623
1,181

18,804

601
85

686
(6)
–
1
–

$43,052

$23,567

$19,485

Original Contractual
Interest Due on
Accruing TDR Loans

Year Ended December 31, 2012
Interest Income
Recognized on
Accruing TDR Loans

$29,317
2,483

31,800

5,669
426

6,095
57

$15,420
1,587

17,007

5,557
378

5,935
66

Foregone
Interest
Income

$13,897
896

14,793

112
48

160
(9)

$37,952

$23,008

$14,944

Original Contractual
Interest Due on
Accruing TDR Loans

Year Ended December 31, 2011
Interest Income
Recognized on
Accruing TDR Loans

$23,815
1,712

25,527

3,249
306

3,555
78

$12,225
955

13,180

3,066
306

3,372
79

Foregone
Interest
Income

$11,590
757

12,347

183
–

183
(1)

$29,160

$16,631

$12,529

The table below summarizes TDR loans that defaulted during the years ended December 31, 2013 and 2012, which were
modified within one year of the beginning of the respective reporting period. TCF considers a loan to have defaulted when it
becomes 90 or more days delinquent under the modified terms, has been transferred to non-accrual status subsequent to the
modification or has been transferred to other real estate owned.

(Dollars in thousands)
Consumer real estate:
First mortgage lien

Junior lien

Total consumer real estate

Commercial real estate
Leasing and equipment finance
Auto finance
Other

Total defaulted modified loans

Total loans modified in the applicable period
Defaulted modified loans as a percent of total loans modified

in the applicable period

Year Ended December 31,

2013

2012

Number
of Loans

Loan Balance(1)

Number
of Loans

Loan Balance(1)

85
50

135
7
2
6
1

151

$ 12,511
2,479

14,990
5,561
268
59
1

62
25

87
21
–
–
–

$ 20,878

108

1,865

$374,761

2,383

$ 10,007
1,221

11,228
41,027
–
–
–

$ 52,255

$575,014

8.1%

5.6%

4.5%

9.1%

(1) The loan balances presented are not materially different than the pre-modification loan balances as TCF’s loan modifications generally do not

forgive principal amounts.

Consumer real estate TDR loans are evaluated separately in TCF’s allowance methodology. Impairment is generally based upon
the present value of the expected future cash flows or the fair value of the collateral less selling expenses for collateral
dependent loans. The allowance on accruing consumer real estate TDR loans was $103.3 million, or 20.4% of the outstanding
balance, at December 31, 2013 and $82.3 million, or 17.2% of the outstanding balance, at December 31, 2012. For consumer
real estate TDR loans, TCF utilized average remaining re-default rates ranging from 6% to 25% in 2013, and 10% to 25% in 2012,
depending on modification type, in determining impairment, which is consistent with actual experience.

Generally consumer real estate loans remain on accruing status upon modification if they are less than 90 days past due and
payment in full under the modified loan terms is expected based on a current credit evaluation and historical payment
performance. In addition, consumer real estate junior lien loans are placed on non-accrual status and charged-off to the estimated
fair value when the junior lien loan is 30 days or more past due and when TCF has evidence that the related third-party first
mortgage lien is 90 days or more past due or foreclosure action has been initiated. Loans are placed on non-accrual status and
reported as non-accrual until there is sustained repayment performance for six consecutive payments, except for loans
discharged in Chapter 7 bankruptcy that are not reaffirmed, which remain on non-accrual status for the remainder of the term of
the loan. All eligible loans are re-aged to current delinquency status upon modification.

Commercial TDR loans are individually evaluated for impairment based upon the present value of the expected future cash flows
or for collateral dependent loans at the fair value of collateral, less selling expense if repayment or satisfaction of the loans is
expected to be dependent on the sale of the collateral. Non-accrual commercial loans are charged-off to the estimated fair value
of underlying collateral, less estimated selling costs; however, if payment or satisfaction of the loan is dependent on the
operation, rather than the sale, of the collateral, the impairment does not include selling costs. The allowance on accruing
commercial TDR loans was $6.3 million, or 5.2% of the outstanding balance, at December 31, 2013 and $1.5 million, or 1% of the
outstanding balance, at December 31, 2012.

Impaired Loans TCF considers impaired loans to include non-accrual commercial loans, non-accrual equipment finance loans
and non-accrual inventory finance loans, as well as all TDR loans. Non-accrual impaired loans, including non-accrual TDR loans,
are included in non-accrual loans and leases within the previous tables. Accruing TDR loans have been disclosed by delinquency
status within the previous tables of accruing and non-accrual loans and leases. In the following tables, the loan balance of
impaired loans represents the amount recorded within loans and leases on the Consolidated Statements of Financial Condition,
whereas the unpaid contractual balance represents the balances legally owed by the borrowers.

The following tables summarize impaired loans.

(In thousands)
Impaired loans with an allowance recorded:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

At December 31, 2013

Unpaid
Contractual
Balance

Related
Loan Allowance
Recorded

Balance

$553,736
85,309

$521,248
72,548

$107,841
12,989

639,045

593,796

120,830

84,851
9,917

94,768
8,238
6,741
373
97

71,785
4,380

76,165
8,238
6,741
308
94

7,594
880

8,474
717
284
95
4

Total impaired loans with an allowance recorded

749,262

685,342

130,404

Impaired loans without an allowance recorded:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Auto finance

59,233
26,710

85,943

102,523
5,410

107,933
317

43,025
4,306

47,331

79,833
5,412

85,245
162

Total impaired loans without an allowance recorded

194,193

132,738

–
–

–

–
–

–

Total impaired loans

$943,455

$818,080

$130,404

(In thousands)
Impaired loans with an allowance recorded:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Other

At December 31, 2012

Unpaid
Contractual
Balance

Related
Loan Allowance
Recorded

Balance

$ 448,887
44,218

$441,336
42,836

$ 76,425
9,120

493,105

484,172

85,545

144,847
20,742

165,589
7,668
1,487
38

126,570
15,741

142,311
7,668
1,487
38

12,963
1,408

14,371
838
230
–

Total impaired loans with an allowance recorded

667,887

635,676

100,984

Impaired loans without an allowance recorded:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Auto finance

Total impaired loans without an allowance recorded

184,790
59,451

141,511
26,166

244,241

167,677

142,214
6,920

149,134
187

124,008
5,935

129,943
101

393,562

297,721

–
–

–

–
–

–

Total impaired loans

$1,061,449

$933,397

$100,984

The average loan balance of impaired loans and interest income recognized on impaired loans during the year ended
December 31, 2013 and 2012 are included within the table below.

Year Ended

December 31, 2013

December 31, 2012

Average Loan
Balance

Interest Income Average Loan
Balance

Recognized

Interest Income
Recognized

(In thousands)
Impaired loans with an allowance recorded:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Leasing and equipment finance
Inventory finance
Auto finance
Other

Total impaired loans with an allowance

recorded

Impaired loans without an allowance recorded:
Consumer real estate:
First mortgage lien
Junior lien

Total consumer real estate

Commercial:

Commercial real estate
Commercial business

Total commercial

Auto finance

Total impaired loans without an allowance

recorded

Total impaired loans

Note 7. Premises and Equipment
Premises and equipment are summarized as follows.

(In thousands)
Land
Office buildings
Leasehold improvements
Furniture and equipment

Subtotal

Less accumulated depreciation and amortization

Total

$481,292
57,692

538,984

99,177
10,060

109,237
7,954
4,114
154
66

$17,263
3,762

21,025

3,193
70

3,263
174
158
2
6

$418,425
38,120

456,545

161,677
22,462

184,139
9,155
1,155
–
19

$15,016
1,519

16,535

4,529
282

4,811
25
125
–
1

660,509

24,628

651,013

21,497

92,268
15,236

107,504

101,921
5,674

107,595
132

215,231

$875,740

2,305
1,682

3,987

3,165
215

3,380
–

95,305
13,978

109,283

62,004
2,968

64,972
51

4,466
1,721

6,187

1,262
112

1,374
–

7,367

174,306

$31,995

$825,319

7,561

$29,058

At December 31
2013
$154,136
277,085
54,069
294,387

2012
$152,265
274,673
62,475
290,050

779,677
342,075

779,463
338,997

$437,602

$440,466

TCF leases certain premises and equipment under operating leases. Net lease expense including utilities and other operating
expenses was $35.4 million, $35.5 million and $34.4 million in 2013, 2012 and 2011, respectively.

At December, 2013, the total future minimum rental payments for operating leases of premises and equipment are as follows.

(In thousands)
2014
2015
2016
2017
2018
Thereafter

Total

$ 25,788
27,066
23,879
22,476
21,346
54,011

$174,566

Note 8. Goodwill and Other Intangible Assets
Goodwill and other intangible assets are summarized as follows.

(Dollars in thousands)
Amortizable intangible assets:
Deposit base intangibles
Customer base intangibles
Non-compete agreement
Tradename

Total

Unamortizable intangible assets:

Goodwill related to funding segment
Goodwill related to lending segment

Total

Gross
Amount

$ 3,049
2,730
4,590
300

$ 10,669

$141,245
84,395

$225,640

At December 31,

2013
Accumulated
Amortization

Net
Amount

Gross
Amount

2012
Accumulated
Amortization

Net
Amount

$1,105
996
1,942
300

$ 1,944
1,734
2,648
–

3,049
2,730
4,590
300

241
557
1,034
163

2,808
2,173
3,556
137

$4,343

$ 6,326

$ 10,669

$ 1,995

8,674

$141,245
84,395

$225,640

$141,245
84,395

$225,640

On June 1, 2012, TCF Bank assumed $778 million of deposits from Prudential Bank & Trust, FSB (‘‘PB&T’’). Deposit base
intangibles of $3 million with a weighted-average amortization period of ten years were recorded in connection with this
assumption of deposits. Amortization expense for intangible assets of $2.3 million, $1.5 million and $268 thousand were
recognized for the years ended December 31, 2013, 2012 and 2011, respectively. Amortization expense for intangible assets is
estimated to be $1.7 million for 2014, $1.6 million for 2015, $1.4 million for 2016, $484 thousand for 2017 and $415 thousand for
2018. There was no impairment of goodwill or the intangible assets for the years ended December 31, 2013, 2012, or 2011.

Note 9. Deposits
Deposits are summarized as follows.

(Dollars in thousands)
Checking:

Non-interest bearing
Interest bearing

Total checking

Savings
Money market

Total checking, savings and money

market
Certificates of deposit

Total deposits

At December 31,

2013

2012

Rate at
Year-end

Amount

% of
Total

Rate at
Year-end

Amount

% of
Total

–% $ 2,642,600
2,337,851

.04

18.3%
16.2

–% $ 2,487,792
2,346,840

.10

17.7%
16.8

.02

.18
.28

.12
.86

4,980,451

6,194,003
831,910

12,006,364
2,426,412

34.5

42.9
5.8

83.2
16.8

.05

.28
.34

.19
1.05

4,834,632

6,104,104
820,553

11,759,289
2,291,497

34.5

43.4
5.8

83.7
16.3

.24% $14,432,776

100.0%

.33% $14,050,786

100.0%

Certificates of deposit had the following remaining maturities at December 31, 2013.

(In thousands)
Maturity

0-3 months
4-6 months
7-12 months
13-24 months
Over 24 months

Total

Denominations
$100 Thousand or
Greater

Denominations
Less Than
$100 Thousand

Total

$182,004
129,934
441,371
161,262
82,766

$ 241,754
222,505
596,920
315,839
52,057

$ 423,758
352,439
1,038,291
477,101
134,823

$997,337

$1,429,075

$2,426,412

Note 10. Short-term Borrowings
Selected information for short-term borrowings (borrowings with an original maturity of less than one year) consisted of the
following.

(Dollars in thousands)
At December 31,

Securities sold under repurchase agreements

Total

Year ended December 31, average daily balance

Federal Home Loan Bank advances
Federal funds purchased
Securities sold under repurchase agreements
Line of Credit – TCF Commercial Finance Canada, Inc.

Total

Maximum month-end balance

Federal Home Loan Bank advances
Federal funds purchased
Securities sold under repurchase agreements
Line of Credit – TCF Commercial Finance Canada, Inc.

N.A. Not Applicable.

At December 31,

2013

Amount

Rate

2012
Amount

Rate

$4,918

$2,343
660
3,384
1,298

$7,685

–
–
7,071
9,587

.10%

2,619

.10%

.30%
.34
.10
2.57

$ 289,164
16,137
6,374
743

.30%
.22
.10
5.04

.60%

$ 312,418

.33%

N.A.
N.A.
N.A.
N.A.

$1,150,000
75,000
7,747
6,083

N.A.
N.A.
N.A.
N.A.

At December 31, 2013, all of the securities sold under short-term repurchase agreements were related to TCF Bank’s
Repurchase Investment Sweep Agreement product and were collateralized by mortgage-backed securities having a fair value of
$13.4 million.

Note 11. Long-term Borrowings
Long-term borrowings consisted of the following.

(Dollars in thousands)
Federal Home Loan Bank advances

Subtotal

Subordinated bank notes

Subtotal

Discounted lease rentals

Subtotal

Other long-term

Subtotal

Total long-term borrowings

At December 31,

2013

2012

Stated
Maturity
2013
2014
2015
2016
2017

2014
2015
2016
2022

2013
2014
2015
2016
2017
2018
2019

2013
2014
2015
2016
2017

Amount
–
398,000
200,000
497,000
75,000
1,170,000
–
50,000
74,868
109,113
233,981
–
26,275
18,866
13,319
8,281
1,689
76
68,506
–
2,718
2,669
2,705
2,746
10,838
$1,483,325

Weighted-
Average
Rate

Amount
–% $ 680,000
448,000
.37
125,000
.33
297,000
.76
–
.21
1,550,000
.52
71,020
–
50,000
1.83
74,810
5.59
109,036
6.37
304,866
5.15
30,985
–
16,325
4.06
8,240
3.96
5,451
3.92
2,885
3.69
–
3.45
–
3.31
63,886
3.94
2,340
–
2,474
1.36
2,508
1.36
2,542
1.36
2,580
1.36
12,444
1.36
1.41% $1,931,196

Weighted-
Average
Rate

.73%
.42
.44
1.12
–
.69
1.96
1.89
5.59
6.37
4.42
4.97
4.82
4.79
4.80
4.62
–
–
4.88
1.36
1.36
1.36
1.36
1.36
1.36
1.42%

At December 31, 2013, TCF Bank had pledged loans secured by residential real estate and commercial real estate loans with an
aggregate carrying value of $5 billion as collateral for FHLB advances. At December 31, 2013, $350 million of FHLB advances
outstanding were prepayable monthly at TCF’s option.

On August 5, 2013, TCF Bank terminated $50 million long-term variable rate FHLB advances scheduled to mature on January 3,
2014, resulting in a loss on termination of $55 thousand.

The $74.9 million of subordinated notes due 2016 have a fixed-rate coupon of 5.5% per annum until maturity. The $109.1 million
of subordinated notes due 2022 have a fixed-rate coupon of 6.25% per annum until maturity. At December 31, 2013, all of the
subordinated notes qualify as Tier 2 or supplementary capital for regulatory purposes, subject to certain regulatory limitations.

Note 12. Income Taxes
The following table summarizes applicable income taxes in the Consolidated Statements of Income.

(In thousands)
Year ended December 31, 2013:

Federal
State
Foreign

Total

Year ended December 31, 2012:

Federal
State

Total

Year ended December 31, 2011:

Federal
State

Total

Current

Deferred

Total

$(38,206)
7,686
3,939

$ 107,630
3,941
(645)

$ 69,424
11,627
3,294

$(26,581)

$ 110,926

$ 84,345

$ 6,646
7,994

$(129,082)
(18,416)

$(122,436)
(10,422)

$ 14,640

$(147,498)

$(132,858)

$ (2,737)
16,740

$ 56,144
(5,706)

$ 53,407
11,034

$ 14,003

$ 50,438

$ 64,441

TCF’s effective income tax rate differed from the statutory federal income tax rate of 35% as a result of the following.

Federal income tax rate
Increase (decrease) resulting from:

State income tax, net of federal income tax
Foreign tax effects
Non-controlling interest tax effect
Tax exempt income
Deferred tax adjustments
Civil money penalty
Other, net

Year Ended December 31,

2013
35.00%

2012
35.00%

2011
35.00%

3.11
(1.13)
(1.01)
(.86)
(.30)
–
(.11)

1.99
–
.64
.55
1.40
(1.03)
.58

4.01
–
(1.01)
(.82)
(.04)
–
(1.10)

Effective income tax rate

34.70%

39.13%

36.04%

Beginning in the second quarter of 2013, TCF considered its undistributed foreign earnings to be reinvested indefinitely. As a
result, TCF recorded a $1.2 million benefit in 2013 to eliminate U.S. deferred taxes on its undistributed foreign earnings. This
assertion is based on management’s determination that cash held in TCF’s foreign jurisdictions is not needed to fund its U.S.
operations and that it either has reinvested or has intentions to reinvest these earnings. While management currently intends to
indefinitely reinvest all of TCF’s foreign earnings, should circumstances or tax laws change, TCF may need to record additional
income tax expense in the period in which such determination or tax law change occurs. As of December 31, 2013, TCF has not
provided U.S. deferred taxes on $33.5 million of its undistributed foreign earnings. If these undistributed earnings were
repatriated to the U.S. or otherwise became subject to U.S. taxation, the potential deferred tax liability would be approximately
$2.7 million, assuming full utilization of related foreign tax credits.

A reconciliation of the changes in unrecognized tax benefits is as follows.

(In thousands)
Balance, beginning of year

Increases for tax positions related to the current year
Increases for tax positions related to prior years
Decreases for tax positions related to prior years
Settlements with taxing authorities
Decreases related to lapses of applicable statutes of limitation

Balance, end of year

2013
$4,230
394
362
(67)
(39)
(176)

$4,704

2012
$2,377
449
1,781
–
(70)
(307)

$4,230

2011
$2,464
273
605
(261)
(84)
(620)

$2,377

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $1.2 million and
$1.1 million at December 31, 2013 and 2012, respectively. TCF recognizes interest and penalties related to unrecognized tax
benefits, where applicable, in income tax expense. TCF recognized approximately $110 thousand, $77 thousand and
$22 thousand in interest and penalties during 2013, 2012 and 2011, respectively. Interest and penalties of approximately
$427 thousand and $317 thousand were accrued at December 31, 2013 and 2012, respectively.

TCF’s federal income tax returns are open and subject to examination for 2012 and later tax return years. TCF’s various state
income tax returns are generally open for the 2009 and later tax return years based on individual state statutes of limitation.
Changes in the amount of unrecognized tax benefits within the next twelve months from normal expirations of statutes of
limitation are not expected to be material.

The significant components of the Company’s deferred tax assets and deferred tax liabilities were as follows.

(In thousands)
Deferred tax assets:

Allowance for loan and lease losses
Net operating losses and credit carryforwards
Valuation allowance
Stock compensation and deferred compensation plans
Securities available for sale
Accrued expense
Other

Total deferred tax assets

Deferred tax liabilities:

Lease financing
Premises and equipment
Loan fees and discounts
Prepaid expenses
Goodwill and other intangibles
Securities available for sale
Other

Total deferred tax liabilities

Net deferred tax liabilities

At December 31,

2013

2012

$ 62,464
48,692
(8,745)
29,576
16,301
5,203
8,587

162,078

284,767
19,289
17,287
10,526
4,694
–
7,361

343,924

$ 92,461
146,741
(7,362)
25,769
–
4,628
8,778

271,015

293,470
21,819
21,056
9,565
5,307
7,075
6,424

364,716

$181,846

$ 93,701

The net operating losses and credit carryforwards at December 31, 2013 consist of federal net operating losses of
$519 thousand and federal credit carryforwards of $28.7 million that expire in years 2029 through 2033 and state net operating
losses of $10.8 million that expire in years 2014 through 2033.

Note 13. Equity
Restricted Retained Earnings Retained earnings at TCF Bank, at December 31, 2013, included approximately $134.4 million
for which no provision for federal income taxes has been made. This amount represents earnings legally appropriated to thrift
bad debt reserves and deducted for federal income tax purposes in prior years and is generally not available for payment of cash
dividends or other distributions to stockholders. Future payments or distributions of these appropriated earnings could invoke a
tax liability for TCF based on the amount of the distributions and the tax rates in effect at that time.

Treasury Stock and Other Treasury stock and other consisted of the following.

(In thousands)
Treasury stock, at cost
Shares held in trust for deferred compensation plans, at cost

2013

At December 31,
2012
$ (1,102) $ (1,102)
(40,327)

(41,096)

Total

$(42,198) $(41,429)

Repurchases No repurchases of common stock were made in 2013, 2012 or 2011. At December 31, 2013, TCF had 5.4 million
shares remaining in its stock repurchase programs authorized by TCF’s Board of Directors. Prior consultation with the Federal
Reserve is required by regulation before TCF could repurchase any shares of its common stock.

Depositary Shares Representing 7.50% Series A Non-Cumulative Perpetual Preferred Stock On June 25, 2012, TCF
completed the public offering of depositary shares, each representing a 1/1,000th interest in a share of Series A Non-Cumulative
Perpetual Preferred Stock, par value $.01 per share (the ‘‘Series A Preferred Stock’’). In connection with the offering, TCF issued
6,900,000 depositary shares at a public offering price of $25 per depositary share. Dividends are payable on the Series A
Preferred Stock if, as and when declared by TCF’s Board of Directors on a non-cumulative basis on March 1, June 1,
September 1, and December 1 of each year at a per annum rate of 7.5%. Net proceeds of the offering to TCF, after deducting
underwriting discounts and commissions and estimated offering expenses of $5.8 million, were $166.7 million. TCF paid
$12.9 million and $5.6 million in cash dividends to holders of Series A Preferred Stock during 2013 and 2012, respectively.

6.45% Series B Non-Cumulative Perpetual Preferred Stock On December 19, 2012, TCF completed the public offering of
4,000,000 shares of 6.45% Series B Non-Cumulative Perpetual Preferred Stock par value $.01 per share (the ‘‘Series B Preferred
Stock’’). Net proceeds of the offering to TCF, after deducting underwriting discounts, commissions and estimated offering costs
of $3.5 million, were $96.5 million. Dividends are payable on the Series B Preferred Stock if, as and when declared by TCF’s
Board of Directors on a non-cumulative basis on March 1, June 1, September 1, and December 1 of each year, commencing on
March 1, 2013, at a per annum rate of 6.45%. TCF paid $6.1 million in cash dividends to holders of Series B Preferred stock during
2013 and no cash dividends were paid to holders of Series B Preferred Stock in 2012.

Shares Held in Trust for Deferred Compensation Plans

Executive, Senior Officer, Winthrop and Directors Deferred Compensation Plans TCF has maintained the deferred
compensation plans listed above, which previously allowed eligible executives, senior officers, directors and certain other
employees, and non-employee directors to defer a portion of certain payments, and, in some cases, grants of restricted stock. In
October 2008, TCF terminated the employee plans for those participants who elected to do so, and only the Director plan
remains active, which allows non-employee directors to defer up to 100% of their director fees and restricted stock awards. The
amounts deferred under these plans were invested in TCF common stock, other publicly traded stocks, bonds or mutual funds.
At December 31, 2013, the fair value of the assets in these plans totaled $15.1 million and included $9.4 million invested in TCF
common stock, compared with $12.1 million and $7.4 million, at December 31, 2012.

TCF Employees Deferred Stock Compensation Plan In 2011, TCF implemented the TCF Employees Deferred Stock
Compensation Plan. This plan is comprised of restricted stock awards issued to certain executives. The assets of this plan are
solely held in TCF common stock with a fair value totaling $30.2 million and $22.6 million for the years ended December 31, 2013
and 2012, respectively.

TCF Employees Stock Purchase Plan – Supplemental Plan TCF also maintains the TCF Employees Stock Purchase Plan –
Supplemental Plan, a non-qualified plan, to which certain employees can contribute up to 50% of their salary and bonus. TCF
matching contributions to this plan totaled $829 thousand and $556 thousand in 2013 and 2012, respectively. The Company
made no other contributions to this plan, other than payment of administrative expenses. The amounts deferred under the above
plan were invested in TCF common stock or mutual funds. At December 31, 2013, the fair value of the assets in the plan totaled
$27.8 million and included $16.4 million invested in TCF common stock, compared with a total fair value of $19 million, including
$11.5 million invested in TCF common stock at December 31, 2012.

The cost of TCF common stock held by TCF’s deferred compensation plans is reported separately in a manner similar to treasury
stock (that is, changes in fair value are not recognized) with a corresponding deferred compensation obligation reflected in
additional paid-in capital.

Warrants At December 31, 2013, TCF had 3,199,988 warrants outstanding with an exercise price of $16.93 per share, which
expire on November 14, 2018. Upon the completion of the U.S. Treasury’s secondary public offering of the warrants issued under
the Capital Purchase Program (‘‘CPP’’) in December 2009, the warrants became publicly traded on the New York Stock Exchange
under the symbol ‘‘TCBWS’’. As a result, TCF has no further obligations to the Federal Government in connection with the CPP.

Joint Venture TCF has a joint venture with The Toro Company (‘‘Toro’’) called Red Iron Acceptance, LLC (‘‘Red Iron’’). Red Iron
provides U.S. distributors and dealers and select Canadian distributors of the Toro(cid:4) and Exmark(cid:4) branded products with sources
of financing. TCF and Toro maintain a 55% and 45% ownership interest, respectively, in Red Iron. As TCF has a controlling
financial interest in Red Iron, its financial results are consolidated in TCF’s financial statements. Toro’s interest is reported as a
non-controlling interest within equity and qualifies as Tier 1 regulatory capital.

Note 14. Regulatory Capital Requirements
TCF and TCF Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to
meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by the federal
banking agencies that could have a material adverse effect on TCF. In general, TCF Bank may not declare or pay a dividend to TCF
Financial in excess of 100% of its net retained profits for the current year combined with its retained net profits for the preceding
two calendar years, which was $21.2 million at December 31, 2013, without prior approval of the Office of the Comptroller of the
Currency (‘‘OCC’’). TCF Bank’s ability to make capital distributions in the future may require regulatory approval and may be
restricted by its regulatory authorities. TCF Bank’s ability to make any such distributions will also depend on its earnings and
ability to meet minimum regulatory capital requirements in effect during future periods. These capital adequacy standards may
be higher in the future than existing minimum regulatory capital requirements.

The following table presents regulatory capital information for TCF and TCF Bank.

(Dollars in thousands)
As of December 31, 2013
Tier 1 leverage capital:(2)

TCF
TCF Bank

Tier 1 risk-based capital:

TCF
TCF Bank

Total risk-based capital:

TCF
TCF Bank

As of December 31, 2012
Tier 1 leverage capital:(2)

TCF
TCF Bank

Tier 1 risk-based capital:

TCF
TCF Bank

Total risk-based capital:

TCF
TCF Bank

Actual
Amount

Ratio

Minimum
Capital Requirement(1)
Ratio

Amount

Well-Capitalized
Capital Requirement(1)
Ratio

Amount

$1,763,682
1,675,082

9.71%
9.23

$ 726,242
725,895

4.00%
4.00

N.A.
$ 907,368

N.A.
5.00%

1,763,682
1,675,082

11.41
10.84

2,107,981
2,018,959

13.64
13.07

618,228
618,033

1,236,456
1,236,066

4.00
4.00

8.00
8.00

927,342
927,049

6.00
6.00

1,545,571
1,545,082

10.00
10.00

$1,633,336
1,521,026

9.21%
8.58

$ 709,606
709,382

4.00%
4.00

N.A.
$ 886,728

N.A.
5.00%

1,633,336
1,521,026

11.09
10.33

2,007,835
1,895,367

13.63
12.87

589,328
589,060

1,178,656
1,178,121

4.00
4.00

8.00
8.00

883,992
883,590

6.00
6.00

1,473,320
1,472,651

10.00
10.00

N.A. Not Applicable.
(1) The minimum and well-capitalized requirements are determined by the Federal Reserve for TCF and by the OCC for TCF Bank pursuant to the

Federal Deposit Insurance Corporation Improvement Act of 1991.

(2) The minimum Tier 1 leverage ratio for bank holding companies and banks is 3.0 or 4.0 percent, depending on factors specified in regulations

issued by federal banking agencies.

Note 15. Stock Compensation
The TCF Financial Incentive Stock Program (the ‘‘Program’’) was adopted to enable TCF to attract and retain key personnel. At
December 31, 2013, there were 3,813,276 shares reserved for issuance under the Program.

At December 31, 2013, there were 1,130,916 shares of performance-based restricted stock outstanding that will vest only if
certain return on asset goals, loan volumes and credit quality metrics, and service conditions are achieved. Failure to achieve the
performance and service conditions will result in all or a portion of the shares being forfeited. Awards of service-based restricted
stock vest over periods from one year to five years.

Information about restricted stock is summarized as follows.

(Dollars in thousands)
Compensation expense for restricted stock
Unrecognized Stock compensation expense for restricted stock awards and options
Tax benefit recognized for stock compensation expense
Weighted average amortization (years)

At or For the Year Ended
December 31,

2013
$10,467
$14,482
$ 4,034
1.6

2012
$10,934
$19,530
$ 4,259
2.1

2011
$10,273
$15,723
$ 3,984
1.0

TCF has also issued stock options under the Program that generally become exercisable over a period of one to ten years from
the date of the grant and expire after ten years. All outstanding options have a fixed exercise price equal to the market price of
TCF common stock on the date of grant.

The following table reflects TCF’s restricted stock and stock options outstanding under the Program since December 31, 2010.

Restricted Stock

Stock Options

Weighted-
Average
Grant Date
Fair Value

Price Range

Weighted-

Average Weighted-
Average
Exercise
Price

Remaining
Contractual
Life in Years

Outstanding at December 31, 2010

Granted
Forfeited/cancelled
Vested

Outstanding at December 31, 2011

Granted
Forfeited/cancelled
Vested

Outstanding at December 31, 2012

Granted
Forfeited/cancelled
Vested

Price Range

1,770,625 $ 7.57 - $30.13
6.16 - 14.89
1,247,500
7.57 - 28.02
(120,886)
7.57 - 30.13
(613,125)

2,284,114
1,769,700
(322,908)
(518,671)

3,212,235
493,650
(120,313)
(230,277)

6.16 - 28.64
7.73 - 11.56
7.73 - 28.02
7.57 - 28.64

6.16 - 25.18
12.47 - 15.17
9.65 - 17.37
9.48 - 25.18

$13.94 2,208,619 $12.85 - $15.75
–
–
(9,875) 15.75 - 15.75
–

12.36
13.80
14.43

– -

–

12.95 2,198,744
–

12.85 - 15.75
–
(121,640) 15.75 - 15.75
–

– -

–

9.27
10.13
13.42

11.13 2,077,104
–
13.55
12.75
16.04

12.85 - 15.75
–
(451,104) 15.75 - 15.75
–

– -

–

Outstanding at December 31, 2013

3,355,295

6.16 - 15.17

11.09 1,626,000

12.85 - 15.75

Exercisable at December 31, 2013

N.A.

N.A

N.A. 1,626,000

12.85 - 15.75

N.A. Not applicable

7.26
–
–
–

5.72
–
–
–

4.22
–
–
–

4.36

$14.44
–
15.75
–

14.43
–
15.75
–

14.35
–
15.75
–

13.97

Additional valuation and related assumption information for TCF’s stock option plans related to options issued in 2008 is
presented below. No stock options were issued in 2009 - 2013.

Expected volatility
Weighted-average volatility
Expected dividend yield
Expected term (in years)
Risk-free interest rate

28.5%
28.5%
3.5%

6.25 - 6.75
2.58 - 2.91%

Note 16. Employee Benefit Plans
Employees Stock Purchase Plan The TCF Employees Stock Purchase Plan (the ‘‘ESPP’’), a qualified 401(k) and employee
stock ownership plan, generally allows participants to make contributions of up to 50% of their covered compensation on a
tax-deferred basis, subject to the annual covered compensation limitation imposed by the Internal Revenue Service (‘‘IRS’’). TCF
matches the contributions of all participants with TCF common stock at the rate of 50 cents per dollar for employees with one
through four years of service up to a maximum company contribution of 3% of the employee’s covered compensation, 75 cents
per dollar for employees with five through nine years of service up to a maximum company contribution of 4.5% of the
employee’s covered compensation, and $1 per dollar for employees with 10 or more years of service up to a maximum company
contribution of 6% of the employee’s covered compensation, subject to the annual covered compensation limitation imposed by
the IRS. Employee contributions vest immediately while the Company’s matching contributions are subject to a graduated
vesting schedule based on an employee’s years of service with full vesting after five years. Employees have the opportunity to

diversify and invest their account balance, including matching contributions, in various mutual funds or TCF common stock. At
December 31, 2013, the fair value of the assets in the ESPP totaled $233.5 million and included $142.9 million invested in TCF
common stock. Dividends on TCF common shares held in the ESPP reduce retained earnings and the shares are considered
outstanding for computing earnings per share. The Company’s matching contributions are expensed when made. TCF’s
contributions to the ESPP were $8.9 million in 2013, $8.0 million in 2012 and $7.6 million in 2011.

Pension Plan The TCF Cash Balance Pension Plan (the ‘‘Pension Plan’’) is a qualified defined benefit plan covering eligible
employees who are at least 21 years old and have completed a year of eligibility service with TCF. Employees hired after June 30,
2004 are not eligible to participate in the Pension Plan. Effective March 31, 2006, TCF amended the Pension Plan to discontinue
compensation credits for all participants. Interest credits will continue to be paid until participants’ accounts are distributed from
the Pension Plan. Each month TCF credits participants’ accounts with interest on the account balance based on the five-year
Treasury rate plus 25 basis points determined at the beginning of each year. All participant accounts are vested.

The measurement of the projected benefit obligation, prepaid pension asset, pension liability and annual pension expense
involves complex actuarial valuation methods and the use of actuarial and economic assumptions. Due to the long-term nature of
the Pension Plan obligation, actual results may differ significantly from the actuarial-based estimates. Differences between
estimates and actual experience are recorded in the year they arise. TCF closely monitors all assumptions and updates them
annually. The Company does not consolidate the assets and liabilities associated with the Pension Plan.

Postretirement Plan TCF provides health care benefits for eligible retired employees (the ‘‘Postretirement Plan’’). Effective
January 1, 2000, TCF modified the Postretirement Plan for employees not yet eligible for benefits under the Postretirement Plan
by eliminating the Company subsidy. The Postretirement Plan provisions for full-time and retired employees then eligible for
these benefits were not changed. Employees retiring after December 31, 2009 are no longer eligible to participate in the
Postretirement Plan. The Postretirement Plan is not funded.

The information set forth in the following tables is based on current actuarial reports using the measurement date of
December 31 for TCF’s Pension Plan and Postretirement Plan.

The following table sets forth the status of the Pension Plan and the Postretirement Plan at the dates indicated.

(In thousands)
Change in benefit obligation:

Benefit obligation at beginning of year
Interest cost on projected benefit obligation
Plan amendment
Actuarial (gain) loss
Benefits paid

Projected benefit obligation at end of year

Change in fair value of plan assets:

Fair value of plan assets at beginning of year
Actual (loss) on plan assets
Benefits paid
TCF contributions

Fair value of plan assets at end of year

Pension Plan

Postretirement Plan

Year Ended December 31,

2013

2012

2013

2012

$45,037
1,292
–
(2,196)
(2,263)

$46,220
1,763
–
289
(3,235)

$ 6,675
174
–
(1,241)
(391)

$ 7,732
293
(151)
(721)
(478)

41,870

45,037

5,217

6,675

53,617
(336)
(2,263)
–

57,129
(277)
(3,235)
–

51,018

53,617

–
–
(391)
391

–

–
–
(478)
478

–

Funded status of plans at end of year

$ 9,148

$ 8,580

$(5,217)

$(6,675)

Amounts recognized in the Consolidated Statements of Financial Condition:

Prepaid (accrued) benefit cost at end of year
Prior service cost included in accumulated other comprehensive income

$ 9,148
–

$ 8,580
–

$(5,217)
(378)

$(6,675)
(424)

Accumulated other comprehensive income, before tax

–

(378)

(424)

Total recognized asset (liability)

$ 9,148

$ 8,580

$(5,595)

$(7,099)

The accumulated benefit obligation for the Pension Plan was $41.9 million and $45 million at December 31, 2013 and 2012,
respectively.

TCF’s Pension Plan investment policy states that assets may be invested in direct obligations of the U.S. government, U.S.
treasury bills, notes or bonds, with maturity dates not exceeding ten years or money market mutual funds. At December 31,
2013, assets held in trust for the Pension Plan included $48 million of U.S. treasury bills and $3 million of money market mutual
funds compared with $53.5 million of U.S. treasury notes and $106 thousand of money market mutual funds as December 31,
2012. The fair value of these assets is based upon quotes from independent asset pricing services for identical assets based on
active markets, which are considered Level 1 under Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards
Codification (‘‘ASC’’) Topic 820, Fair Value Measurements and are measured on a recurring basis.

The following table sets forth the changes recognized in accumulated other comprehensive (income) loss that are attributed to
the Postretirement Plan at the dates indicated.

(In thousands)
Accumulated other comprehensive (income) loss at the beginning of the year
Prior service cost
Adjustment to transition obligation
Amortizations (recognized in net periodic benefit cost):

Prior service credit
Transition obligation

Total recognized in other comprehensive loss (income)

Postretirement Plan
Year Ended December 31,
2012
2013
$(301)
$(424)
(151)
–
–
–

2011
7
$
(301)
(3)

46
–

28
–

–
(4)

(123)

(308)

Accumulated other comprehensive income at end of year, before tax

$(378)

$(424)

$(301)

The Pension Plan does not have any accumulated other comprehensive (income) loss.

The measurement dates used for determining the Pension Plan and the Postretirement Plan projected and accumulated benefit
obligations and the dates used to value plan assets were December 31, 2013 and December 31, 2012. The discount rate used to
measure the benefit obligation of the Pension Plan was 4% for the year ended December 31, 2013 and 3% for the year ended
December 31, 2012. The discount rate used to measure the benefit obligation of the Postretirement Plan was 4% for the year
ended December 31, 2013 and 2.75% for the year ended December 31, 2012.

(In thousands)
Interest cost
Return on plan assets
Recognized actuarial (gain) loss
Service cost
Amortization of transition obligation
Amortization of prior service cost

Pension Plan
Year Ended December 31,
2013
$ 1,292
336
(2,196)
–
–
–

2012
$1,763
277
289
–
–
–

2011
$ 2,223
(3,975)
(1,718)
–
–
–

Postretirement Plan
Year Ended December 31,
2012
2013
$ 293
174
–
–
(721)
(1,241)
–
–
–
–
(28)
(46)

2011
431
–
(1,426)
2
4
–

Net periodic benefit plan (income) cost

$ (568)

$2,329

$(3,470)

$(1,113)

$(456)

$ (989)

Pension Plan actual return on plan assets, net of administrative expenses was a loss of .6% for the year ended December 31,
2013 and a loss of .5% for the year ended December 31, 2012. The expected actuarial return on plan assets was a gain of
$775 thousand and the actual loss on plan assets was $336 thousand and increased net periodic benefits cost for the year ended
December 31, 2013. The expected actuarial return on plan assets was a gain of $825 thousand and the actual loss on plan assets
was $277 thousand and increased net periodic benefit costs for the year ended December 31, 2012.

The discount rate and expected long-term rate of return on plan assets used to determine the estimated net benefit plan cost
were as follows.

Assumptions used to determine estimated net
benefit plan cost
Discount rate
Expected long-term rate of return on plan assets

N.A. Not Applicable

Pension Plan
Year Ended December 31
2013
3.00%
1.50

2012
4.00%
1.50

2011
4.75%
5.00

Postretirement Plan
Year Ended December 31
2013
2.75%
N.A.

2012
4.00%
N.A.

2011
4.75%
N.A.

Prior service credits of TCF’s Postretirement Plan totaling $46 thousand are included within accumulated other comprehensive
income at December 31, 2013 and are expected to be recognized as components of net periodic benefit cost during 2014.

The actuarial assumptions used in the Pension Plan valuation are reviewed annually. The expected long-term rate of return on
plan assets is determined by reference to historical market returns and future expectations. The 10-year average return of the
index consistent with the Pension Plan’s current investment strategy was 2.8%, net of administrative expenses. A 1%
difference in the expected return on plan assets would result in a $488 thousand change in net periodic pension expense.

The discount rate used to determine TCF’s pension and postretirement benefit obligations as of December 31, 2013 and
December 31, 2012 was determined by matching estimated benefit cash flows to a yield curve derived from corporate bonds
rated AA by either Moody’s or Standard and Poor’s. Bonds containing call or put provisions were excluded. The average
estimated duration of TCF’s Pension Plan and Postretirement Plan varied between seven and eight years.

Included within the net periodic benefit cost for the Pension Plan are recognized actuarial gains and losses. The increase in the
discount rate from 3% at December 31, 2012 to 4% at December 31, 2013 decreased net periodic benefit cost by $2.7 million
during 2013. Changes to the interest crediting rate assumption start at 1.5% in 2014 and phase to 3.5% starting in 2017
increased net period cost by $220 thousand. Updated mortality tables at December 31, 2013 and various plan participant census
changes increased the 2013 net periodic benefit cost by $249 thousand.

Included in the net periodic benefit cost for the Postretirement Plan are recognized actuarial gains and losses. The
Postretirement Plan change in actuarially estimated cost per participant as of December 31, 2013 reduced net periodic benefit
cost by $789 thousand. The increase in the discount rate from 2.75% at December 31, 2012 to 4% at December 31, 2013
decreased the net periodic benefit cost by $502 thousand. Updated mortality tables at December 31, 2013 and various plan
demographic changes increased the net periodic benefit obligation by $339 thousand.

For 2013, TCF was eligible to contribute up to $8.3 million to the Pension Plan until the 2013 federal income tax return extension
due date under various IRS funding methods. During 2013, TCF made no cash contributions to the Pension Plan. TCF does not
expect to be required to contribute to the Pension Plan in 2014. TCF expects to contribute $560 thousand to the Postretirement
Plan in 2014. TCF contributed $391 thousand to the Postretirement Plan for the year ended December 31, 2013. TCF currently
has no plans to pre-fund the Postretirement Plan in 2014.

The following are expected future benefit payments used to determine projected benefit obligations.

(In thousands)
2014
2015
2016
2017
2018
2019 - 2023

Pension
Plan
$ 4,385
3,330
2,925
2,843
3,102
12,884

Postretirement
Plan
$ 560
539
518
495
472
1,997

The following table presents assumed health care cost trend rates for the Postretirement Plan at December 31, 2013 and 2012.

Health care cost trend rate assumed for next year
Final health care cost trend rate
Year that final health care trend rate is reached

2013

2012

6%
5%

6.5%
5%

2023

Assumed health care cost trend rates have an effect on the amounts reported for the Postretirement Plan. A 1% change in
assumed health care cost trends rates would have the following effect.

(In thousands)
Effect on total service and interest cost components
Effect on postretirement benefits obligations

1-Percentage-Point
Increase Decrease
$ (7)
(214)

$ 8
237

Note 17. Financial Instruments with Off-Balance Sheet Risk
TCF is a party to financial instruments with off-balance sheet risk, primarily to meet the financing needs of its customers. These
financial instruments, which are issued or held for purposes other than trading, involve elements of credit and interest-rate risk in
excess of the amount recognized in the Consolidated Statements of Financial Condition.

TCF’s exposure to credit loss, in the event of non-performance by the counterparty to the financial instrument, for commitments
to extend credit and standby letters of credit is represented by the contractual amount of the commitments. TCF uses the same
credit policies in making these commitments as it does for making direct loans. TCF evaluates each customer’s creditworthiness
on a case-by-case basis. The amount of collateral obtained is based on a credit evaluation of the customer.

Financial instruments with off-balance sheet risk are summarized as follows.

(In thousands)
Commitments to extend credit:

Consumer real estate and other
Commercial
Leasing and equipment finance

Total commitments to extend credit

Standby letters of credit and guarantees on industrial revenue bonds

Total

At December 31,
2013

2012

$1,274,006
482,777
158,321

$1,265,092
419,185
172,148

1,915,104
13,364

1,856,425
18,287

$1,928,468

$1,874,712

Commitments to Extend Credit Commitments to extend credit are agreements to lend provided there is no violation of any
condition in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require
payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. Collateral to secure any funding of these commitments
predominantly consists of residential and commercial real estate.

Standby Letters of Credit and Guarantees on Industrial Revenue Bonds Standby letters of credit and guarantees on
industrial revenue bonds are conditional commitments issued by TCF guaranteeing the performance of a customer to a third
party. These conditional commitments expire in various years through 2017. Collateral held consists primarily of commercial real
estate mortgages. Since the conditions under which TCF is required to fund these commitments may not materialize, the cash
requirements are expected to be less than the total outstanding commitments.

Note 18. Derivative Instruments
All derivative instruments are recognized within other assets or other liabilities at fair value within the Consolidated Statements
of Financial Condition. These contracts typically settle within 30 days, with the exception of swap agreements.

The value of derivative instruments will vary over their contractual terms as the related underlying rates fluctuate. The accounting
for changes in the fair value of a derivative instrument depends on whether or not the contract has been designated and qualifies
as a hedge. To qualify as a hedge, a contract must be highly effective at reducing the risk associated with the exposure being
hedged. In addition, for a contract to be designated as a hedge, the risk management objective and strategy must be
documented at inception. Hedge documentation must also identify the hedging instrument, the asset or liability and type of risk
to be hedged and how the effectiveness of the contract is assessed prospectively and retrospectively. To assess effectiveness,
TCF uses statistical methods such as regression analysis. A contract that has been, and is expected to continue to be, effective at
offsetting changes in cash flows or the net investment must be assessed and documented at least quarterly. If it is determined
that a contract is not highly effective at hedging the designated exposure, hedge accounting is discontinued.

Upon origination of a derivative instrument, the contract is designated either as a hedge of a forecasted transaction or the
variability of cash flows to be paid related to a recognized asset or liability (‘‘cash flow hedge’’), a hedge of the volatility of an
investment in foreign operations driven by changes in foreign currency exchange rates (‘‘net investment hedge’’), or is not
designated as a hedge. To the extent that an instrument is designated as an effective hedge, changes in fair value are recorded
within accumulated other comprehensive income (loss), with any ineffectiveness recorded in non-interest expense. Amounts
recorded within other comprehensive income (loss) are subsequently reclassified to non-interest expense upon completion of
the related transaction. Changes in net investment hedges recorded within other comprehensive income (loss) are subsequently
reclassified to non-interest expense during the period in which the foreign investment is substantially liquidated or when other
elements of the currency translation adjustment are reclassified to income. If a hedged forecasted transaction is no longer
probable, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings
immediately.

Cash Flow Hedges TCF uses forward foreign exchange contracts to manage the foreign exchange risk associated with certain
assets, liabilities and forecasted transactions. Forward foreign exchange contracts represent agreements to exchange a foreign
currency for U.S. dollars at an agreed-upon price and settlement date.

Net Investment Hedges Foreign exchange contracts, which include forward contracts, are used to manage the foreign
exchange risk associated with the Company’s net investment in TCF Commercial Finance Canada, Inc., a wholly-owned indirect
Canadian subsidiary of TCF Bank, along with certain assets, liabilities and forecasted transactions of that subsidiary.

Derivatives Not Designated as Hedges Derivatives not designated as hedges are not speculative and result from a service
TCF provides to certain customers. TCF executes interest rate swaps with commercial banking customers to facilitate their
respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps
that TCF executes with a third party, such that TCF minimizes its net risk exposure resulting from such transactions. As the
interest rate swaps associated with this program do not meet the strict hedge accounting requirements, change in the fair value
of both the customer swaps and the offsetting swaps are reflected in non-interest income. These contracts have fixed maturity
dates ranging from five to seven years.

During the second quarter of 2012, TCF sold its Visa(cid:4) Class B stock. In conjunction with the sale, TCF and the purchaser entered
into a derivative transaction whereby TCF may receive or be required to make cash payments whenever the conversion ratio of
the Visa Class B stock into Visa Class A stock is adjusted. The fair value of this derivative has been determined using estimated
future cash flows using probability weighted scenarios for multiple estimates of Visa’s aggregate exposure to covered litigation
matters, which include consideration of amounts funded by Visa into its escrow account for the covered litigation matters.
Changes in the valuation of this swap agreement, which has no determinable maturity date, are reflected in non-interest income.
Additionally, certain forward foreign exchange contracts used to manage foreign exchange risk are not designated as hedges.
Changes in the fair value of these foreign exchange contracts are reflected in non-interest expense.

The following tables summarize TCF’s outstanding derivative instruments as of December 31, 2013 and 2012. See Note 19, Fair
Value Measurement for additional information.

(In thousands)

Forward foreign exchange
contracts not designated
as hedges

Swap agreements

Total derivative assets

Forward foreign exchange
contracts designated as
hedges

Forward foreign exchange
contracts not designated
as hedges

Swap agreements

Total derivative liabilities

At December 31, 2013

Notional
Amount

Gross Amounts
Recognized

Gross Amounts Offset in
the Consolidated Statement
of Financial Condition

Net amount presented in
the Consolidated Statement
of Financial Condition(1)

$ (151)
–

$ (151)

–

–
(1,031)

$(1,031)

–
131

$131

$ 87

834
–

$921

$ 98,847
13,500

$ 32,761

363,475
41,358

$ 151
131

$ 282

834
1,031

$1,952

(In thousands)

Forward foreign exchange
contracts designated as
hedges

Forward foreign exchange
contracts not designated
as hedges

Total derivative assets

Forward foreign exchange
contracts not designated
as hedges

Swap agreements

Total derivative liabilities

At December 31, 2012

Notional
Amount

Gross Amounts
Recognized

Gross Amounts Offset in
the Consolidated Statement
of Financial Condition

Net amount presented in
the Consolidated Statement
of Financial Condition(1)

$ 21,871

389,856

$ 85,672
14,358

1,485

$1,578

$ 193
1,227

$1,420

–

(841)

$ (841)

$ (193)
(1,227)

$(1,420)

$ 93

644

$737

–
–

–

(1) All amounts were offset in the Consolidated Statement of Financial Condition.

The following table summarizes the pre-tax impact of derivative activity within the Consolidated Statements of Income and the
Consolidated Statements of Comprehensive Income, by accounting designation.

(In thousands)
Consolidated Statements of Income:

Non-interest expense:
Cash flow hedge
Not designated as hedges

Net realized gain (loss)

Consolidated Statements of Comprehensive Income:

Other comprehensive income (loss):

Net investment hedge
Cash flow hedge

Net unrealized gain (loss)

Year Ended December 31,
2011
2012
2013

–
25,170

(6)
(7,524)

$ 265
3,062

$25,170

$(7,530)

$3,327

$ 1,625
–

$ (630)
–

$ 259
2

$ 1,625

$ (630)

$ 261

TCF executes all of its foreign exchange contracts in the over-the-counter market with large, international financial institutions
pursuant to International Swaps and Derivatives Association, Inc. master agreements. These agreements include credit risk-
related features that enhance the creditworthiness of these instruments as compared with other obligations of the respective
counterparty with whom TCF has transacted by requiring that additional collateral be posted under certain circumstances. The
amount of collateral required depends on the contract and is determined daily based on market and currency exchange rate
conditions.

At December 31, 2013, credit risk-related contingent features existed on forward foreign exchange contracts with a notional
value of $127.1 million. In the event TCF is rated less than BB(cid:5) by Standard and Poor’s, the contracts could be terminated or TCF
may be required to provide approximately $2.5 million in additional collateral. There were $548 thousand of forward foreign
exchange contracts containing credit risk related features in a net liability position at December 31, 2013.

At December 31, 2013, TCF posted $2.1 million of cash collateral related to its swap agreements and had posted no cash
collateral related to its forward foreign exchange contracts.

Note 19. Fair Value Measurement
TCF uses fair value measurements to record fair value adjustments to certain assets and liabilities, and to determine fair value
disclosures. The Company’s fair values are based on the price that would be received upon the sale of an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date. Securities available for sale, derivatives
(forward foreign exchange contracts and swap agreements), and assets held in trust for deferred compensation plans are
recorded at fair value on a recurring basis. Certain investments, commercial loans, real estate owned, repossessed and returned
assets and certain interest-only strips are recorded at fair value on a non-recurring basis.

TCF groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities
are traded, and the degree and reliability of estimates and assumptions used to determine fair value as follows: Level 1, which

includes valuations that are based on prices obtained from independent pricing sources for the same instruments traded in active
markets; Level 2, which includes valuations that are based on prices obtained from independent pricing sources that are based
on observable transactions of similar instruments, but not quoted markets; and Level 3, for which valuations are generated from
Company model-based techniques that use significant unobservable inputs. Such unobservable inputs reflect estimates of
assumptions that market participants would use in pricing the asset or liability.

The following tables present the balances of assets and liabilities measured at fair value on a recurring and non-recurring basis.

Fair Value Measurements at December 31, 2013
Total

Level(2)

Level(3)

Level(1)

–
–
2,934
–
–
16,724

$548,037
–
–
151
131
–

$19,658

$548,319

–
–
16,724

921
132
–

$16,724

1,053

–
93
–
–
–
–

–
899
–

899

$548,037
93
2,934
151
131
16,724

$568,070

921
1,031
16,724

$ 18,676

–

–
–
–
–
–

–

$104,576

–
–
1,537
–
–

40,355
14,088
730
33,098
1,902

40,355
14,088
2,267
33,098
1,902

1,537

$194,749

$196,286

(In thousands)
Recurring Fair Value Measurements:

Securities available for sale:

Mortgage-backed securities:

U.S. Government sponsored enterprises and federal

agencies

Other

Other securities

Forward foreign exchange contracts
Swap agreements
Assets held in trust for deferred compensation plans

Total assets

Forward foreign exchange contracts
Swap agreements
Liabilities held in trust for deferred compensation plans

Total liabilities

Non-recurring Fair Value Measurements:

Loans:(4)

Commercial

Real estate owned:(5)

Consumer
Commercial

Repossessed and returned assets(5)
Interest-only strip(6)
Investments(7)

Total non-recurring fair value measurements

(In thousands)
Recurring Fair Value Measurements:

Securities available for sale:

Mortgage-backed securities:

U.S. Government sponsored enterprises and federal

agencies

Other

Other securities

Forward foreign exchange contracts
Assets held in trust for deferred compensation plans

Total assets

Forward foreign exchange contracts
Swap agreement
Liabilities held in trust for deferred compensation plans

Total liabilities

Non-recurring Fair Value Measurements:

Loans:(4)

Commercial

Real estate owned:(5)

Consumer
Commercial

Repossessed and returned assets(5)
Investments(7)

Total non-recurring fair value measurements

Fair Value Measurements at December 31, 2012

Level(1)

Level(2)

Level(3)

Total

–
–
1,910
–
12,078

$710,054
–
–
1,578
–

$13,988

$711,632

193
–
–

193

–
–
12,078

$12,078

–

–
–
–
–

–

–
127
–
–
–

127

–
1,227
–

$710,054
127
1,910
1,578
12,078

$725,747

193
1,227
12,078

1,227

$ 13,498

–

$118,767

–
–
2,218
–

55,162
18,077
712
2,557

55,162
18,077
2,930
2,557

2,218

$195,275

$197,493

(1) Based on readily available market prices.
(2) Based on observable market prices.
(3) Based on valuation models that use significant assumptions that are not observable in an active market.
(4) Represents the carrying value of loans for which impairment reserves are determined based on the appraisal value of the collateral.
(5) Amounts do not include assets held at cost.
(6) Represents the carrying value as of the date of the impairment of interest-only strips for which impairment reserves are determined based on

expected future cash flows.

(7) Represents the carrying value of other investments which were recorded at fair value determined by using quoted prices, when available, and

incorporating results of internal pricing techniques and observable market information.

Management assesses the appropriate classification of financial assets and liabilities within the fair value hierarchy by monitoring
the level of availability of observable market information. Changes in markets and/or economic conditions, as well as to Company
valuation models may require the transfer of financial instruments from one fair value level to another. Such transfers, if any,
represent the fair values as of the beginning of the quarter in which the transfer occurred. TCF transferred $1.1 million and
$264 thousand of securities from Level 3 to Level 1 in the years ending December 31, 2012 and 2011, respectively.

The following table presents changes in Level 3 assets and liabilities measured at fair value on a recurring basis.

2013

Year Ended December 31,
2012

2011

(In thousands)
Balance, beginning of year
Transfers out of Level 3
Total net losses for the period:
Included in net income (loss)
Included in other comprehensive (loss) income

Purchases
Sales
Principal paydowns/Settlements

Assets
$127
–

–
–
–
–
(34)

Liabilities

Assets
$(1,227) $ 1,450
(1,098)

–

Liabilities Assets
$2,638
–
(264)
–

Liabilities
$ –
–

–
–
–
–
328

–
(100)
–
–
(125)

(150)
–
(1,434)
–
357

(672)
(82)
–
(100)
(70)

–
–
–
–
–

Asset (liability) balance, end of period

$ 93

$ (899) $

127

$(1,227) $1,450

$ –

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis.

Securities Available for Sale Securities available for sale consist primarily of U.S. Government-sponsored enterprise and
federal agency securities. The fair value of U.S. Government-sponsored enterprise securities is recorded using prices obtained
from independent asset pricing services that are based on observable transactions, but not quoted markets, and are categorized
as Level 2 assets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations
and comparisons to current market trading activity. Other mortgage-backed securities, for which there is little or no market
activity, are categorized as Level 3 assets and the fair value of these assets is determined by using internal pricing methods.
Other securities are categorized as Level 1 assets and the fair value is determined using quoted prices from the New York Stock
Exchange.

Forward Foreign Exchange Contracts TCF’s forward foreign exchange contracts are currency contracts executed in
over-the-counter markets and are valued using a cash flow model that includes key inputs such as foreign exchange rates and, in
accordance with GAAP, an assessment of the risk of counterparty non-performance. The risk of counterparty non-performance is
based on external assessments of credit risk. The majority of these contracts are based on observable transactions, but not
quoted markets, and are categorized as Level 2 assets and liabilities. As permitted under GAAP, TCF has elected to net derivative
receivables and derivative payables and the related cash collateral received and paid, when a legally enforceable master netting
agreement exists. For purposes of the previous tables, the derivative receivable and payable balances are presented gross of this
netting adjustment.

Swap Agreements TCF executes interest rate swaps with commercial banking customers to facilitate the company’s risk
management strategy. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps TCF executes
with a third party, such that the company minimizes its net risk exposure resulting from such transactions. These transactions are
considered Level 2 investments, and the fair value is determined using a cash flow model which considers the forward curve, the
discount curve and credit valuation adjustments related to counterparty and borrower non-performance risk. TCF also holds a
swap agreement related to the sale of TCF’s Visa Class B stock, categorized as a Level 3 liability. The value of the Visa swap
agreement is based upon TCF’s estimated exposure related to the Visa covered litigation through a probability analysis of the
funding and estimated settlement amounts. As permitted under GAAP, TCF has elected to net derivative receivables and
derivative payables and the related cash collateral received and paid, when a legally enforceable master netting agreement
exists. For purposes of the previous tables, the derivative receivable and payable balances are presented gross of this netting
adjustment.

Assets Held in Trust for Deferred Compensation Assets held in trust for deferred compensation plans include investments
in publicly traded stocks, excluding TCF common stock reported in treasury and other equity, and U.S. Treasury notes. The fair
value of these assets is based upon prices obtained from independent asset pricing services based on active markets.

The following is a description of valuation methodologies used for assets measured on a non-recurring basis.

Loans
Impaired loans for which repayment of the loan is expected to be provided solely by the value of the underlying collateral
are considered collateral dependent and are valued based on the fair value of collateral, less estimated selling costs; however, if
payment or satisfaction of the loan is dependent on the operation, rather than the sale, of the collateral, the impairment does not
include selling costs.

Other Real Estate Owned and Repossessed and Returned Assets The fair value of other real estate owned is based on
independent full appraisals, real estate broker’s price opinions, or automated valuation methods, less estimated selling costs.
Certain properties require assumptions that are not observable in an active market in the determination of fair value. The fair
value of repossessed and returned assets is based on available pricing guides, auction results or price opinions, less estimated
selling costs. Assets acquired through foreclosure, repossession or returned to TCF are initially recorded at the lower of the loan
or lease carrying amount or fair value less estimated selling costs at the time of transfer to other real estate owned or
repossessed and returned assets. Other real estate owned and repossessed and returned assets were written down
$15.6 million and $25.2 million, which was included in foreclosed real estate and repossessed assets, net expense for the years
ended December 31, 2013 and 2012, respectively.

Interest-Only Strips The fair value of interest-only strips represents the present value of future cash flows retained by TCF on
certain assets. TCF uses available market data, along with its own empirical data and discounted cash flow models, to arrive at
the estimated fair value of its interest-only strips. The present value of the estimated expected future cash flows to be received is
determined by using discount, loss and prepayment rates that the Company believes are commensurate with the risks
associated with the cash flows and what a market participant would use. These assumptions are inherently subject to volatility
and uncertainty and, as a result, the estimated fair value of the interest-only strip may fluctuate significantly from period to period.

Investments The fair value of investments is estimated based on discounted cash flows using current market rates and
consideration of credit exposure. There is not an observable secondary market for these securities.

Note 20. Fair Value of Financial Instruments
Management discloses the estimated fair value of financial instruments, both assets and liabilities on and off the balance sheet,
for which it is practicable to estimate fair value. These fair value estimates were made at December 31, 2013 and 2012, based on
relevant market information and information about the financial instruments. Fair value estimates are intended to represent the
price at which an asset could be sold or a liability could be settled. However, given there is no active market or observable market
transactions for many of the Company’s financial instruments, the estimates of fair values are subjective in nature, involve
uncertainties and include matters of significant judgment. Changes in assumptions could significantly affect the estimated
values.

The carrying amounts and estimated fair values of the Company’s financial instruments are set forth in the following table. This
information represents only a portion of TCF’s balance sheet, and not the estimated value of the Company as a whole.
Non-financial instruments such as the intangible value of TCF’s branches and core deposits, leasing operations, goodwill,
premises and equipment and the future revenues from TCF’s customers are not reflected in this disclosure. Therefore, this
information is of limited use in assessing the value of TCF.

(In thousands)
Financial instrument assets:
Cash and due from banks
Investments
Investments
Securities available for sale
Securities available for sale
Securities available for sale
Forward foreign exchange contracts(1)
Swap agreement(1)
Loans and leases held for sale
Interest-only strips(2)
Loans:

Consumer real estate
Commercial real estate
Commercial business
Equipment finance loans
Inventory finance loans
Auto finance
Other

Allowance for loan losses(3)

Level in Fair Value
Measurement
Hierarchy

At December 31,

2013

2012

Carrying
Amount

Estimated
Fair Value

Carrying
Amount

Estimated
Fair Value

1
2
3
1
2
3
2
2
3
3

3
3
3
3
3
3
3
N.A.

915,076
94,326
19,912
2,934
548,037
93
–
131
79,768
84,561

915,076
94,326
19,912
2,934
548,037
93
151
131
84,341
85,265

$ 1,100,347
115,210
5,657
1,910
710,054
127
737
–
10,289
47,824

$ 1,100,347
115,210
5,657
1,910
710,054
127
1,578
–
11,361
48,024

6,339,326
2,743,697
404,655
1,546,134
1,664,377
1,239,386
26,743
(252,230)

6,279,328
2,673,825
392,947
1,534,905
1,653,345
1,256,357
25,216
–

6,674,501
3,080,942
324,293
1,306,423
1,567,214
552,833
27,924
(267,128)

6,420,704
3,025,599
320,245
1,312,089
1,556,372
564,844
24,558
–

Total financial instrument assets

$15,456,926

$15,566,189

$15,259,157

$15,218,679

Financial instrument liabilities:

Checking, savings and money market

deposits

Certificates of deposit
Short-term borrowings
Long-term borrowings
Forward foreign exchange contracts(1)
Swap agreement(1)
Swap agreement(1)

Total financial instrument liabilities

Financial instruments with off-balance

sheet risk:(4)
Commitments to extend credit(2)
Standby letters of credit(5)

Total financial instruments with

off-balance sheet risk

1
2
1
2
2
2
3

2
2

$12,006,364
2,426,412
4,918
1,483,325
921
–
–

$12,006,364
2,434,946
4,918
1,506,855
921
132
899

$11,759,289
2,291,497
2,619
1,931,196
–
–
–

$11,759,289
2,310,601
2,618
1,952,804
193
–
1,227

$15,921,940

$15,955,035

$15,984,601

$16,026,732

29,057
(52)

29,709
(60)

29,005

29,649

N.A. Not Applicable.
(1) Contracts are carried at fair value, net of the related cash collateral received and paid when a legally enforceable master netting agreement

exists.

(2) Carrying amounts are included in other assets.
(3) Expected credit losses are included in the estimated fair values.
(4) Positive amounts represent assets, negative amounts represent liabilities.
(5) Carrying amounts are included in accrued expenses and other liabilities.

The carrying amounts of cash and due from banks and accrued interest payable and receivable approximate their fair values due
to the short period of time until their expected realization. Securities available for sale, forward foreign exchange contracts and
assets held in trust for deferred compensation plans are carried at fair value (see Note 19, Fair Value Measurement). Certain
financial instruments, including lease financings and all non-financial instruments are excluded from fair value of financial
instrument disclosure requirements. The following methods and assumptions are used by TCF in estimating fair value for its
remaining financial instruments, all of which are issued or held for purposes other than trading.

Investments The carrying value of investments in FHLB stock and Federal Reserve stock approximates fair value. The fair
value of other investments is estimated based on discounted cash flows using current market rates and consideration of credit
exposure.

Loans and Leases Held for Sale Loans and leases held for sale are carried at the lower of cost or fair value. The cost of loans
held for sale includes the unpaid principal balance, net of deferred loans fees and costs. Estimated fair values are based upon
recent loan sale transactions and any available price quotes on loans with similar coupons, maturities and credit quality.

Loans The fair value of loans is estimated based on discounted expected cash flows and recent sales of similar loans. The
discounted cash flows include assumptions for prepayment estimates over each loan’s remaining life, consideration of the
current interest rate environment compared with the weighted average rate of each portfolio, a credit risk component based on
the historical and expected performance of each portfolio and a liquidity adjustment related to the current market environment.
TCF also uses pricing data from recent sales of loans with similar risk characteristics as data points to validate the assumptions
used in estimating the fair value of certain loans.

Deposits The fair value of checking, savings and money market deposits is deemed equal to the amount payable on demand.
The fair value of certificates of deposit is estimated based on discounted cash flows using currently offered market rates. The
intangible value of long-term relationships with depositors is not taken into account in the fair values disclosed.

Borrowings The carrying amounts of short-term borrowings approximate their fair values. The fair values of TCF’s long-term
borrowings are estimated based on observable market prices and discounted cash flows using interest rates for borrowings of
similar remaining maturities and characteristics.

Financial Instruments with Off-Balance Sheet Risk The fair values of TCF’s commitments to extend credit and standby
letters of credit are estimated using fees currently charged to enter into similar agreements, as commitments and standby letters
of credit similar to TCF’s are not actively traded. Substantially all commitments to extend credit and standby letters of credit have
floating interest rates and do not expose TCF to interest rate risk; therefore fair value is approximately equal to carrying value.

Note 21. Earnings Per Common Share
TCF’s restricted stock awards that pay non-forfeitable common stock dividends meet the criteria of a participating security.
Accordingly, earnings per share is calculated using the two-class method, under which earnings are allocated to both common
shares and participating securities.

(Dollars in thousands, except per-share data)
Basic Earnings (Loss) Per Common Share

At December 31,

2013

2012

2011

Net income (loss) attributable to TCF Financial Corporation
Preferred stock dividends

151,668
(19,065)

(212,884) $
(5,606)

Net income (loss) available to common stockholders
Earnings allocated to participating securities

132,603
71

(218,490)
50

109,394
–

109,394
292

Earnings (loss) allocated to common stock

132,532

(218,540) $

109,102

Weighted-average shares outstanding
Restricted stock

164,229,421
(3,213,417)

162,288,902
(3,020,094)

155,938,871
(1,716,565)

Weighted-average common shares outstanding for basic earnings

(loss) per common share

161,016,004

159,268,808

154,222,306

Basic earnings (loss) per common share

Diluted Earnings (Loss) Per Common Share
Earnings (loss) allocated to common stock

.82

(1.37) $

.71

132,532

(218,540) $

109,102

Weighted-average common shares outstanding used in basic

earnings (loss) per common share calculation

161,016,004

159,268,808

154,222,306

Net dilutive effect of:

Non-participating restricted stock
Stock options

719,459
191,092

–
–

204,354
82,560

Weighted-average common shares outstanding for diluted earnings

(loss) per common share

161,926,555

159,268,808

154,509,220

Diluted earnings (loss) per common share

.82

(1.37) $

.71

All shares of restricted stock are deducted from weighted-average shares outstanding for the computation of basic earnings per
common share. Shares of performance-based restricted stock are included in the calculation of diluted earnings per common
share, using the treasury stock method, at the beginning of the quarter in which the performance goals have been achieved. All
other shares of restricted stock, which vest over specified time periods, stock options, and warrants, are included in the
calculation of diluted earnings per common share, using the treasury stock method.

For the years ended December 31, 2013, 2012 and 2011, there were 3.8 million, 5.1 million and 5 million, respectively, of
outstanding shares related to non-participating restricted stock, stock options, and warrants that were not included in the
computation of diluted earnings per share because they were anti-dilutive.

Note 22. Other Expense
Other expense consists of the following.

(In thousands)
Professional fees
Card processing and issuance cost
Loan and lease processing
Outside processing
Travel
Telecommunications
Other

Total other expense

Year Ended December 31,
2013
$ 18,642
15,868
13,787
13,767
12,810
11,720
81,183

2012
$ 13,608
15,586
9,567
12,919
11,740
11,735
88,742

2011
$ 15,466
18,593
6,533
11,910
9,880
12,420
70,687

$167,777

$163,897

$145,489

Note 23. Business Segments
Lending, Funding and Support Services have been identified as reportable segments. Lending includes retail lending,
commercial real estate and business lending, leasing and equipment finance, inventory finance and auto finance. Funding
includes branch banking and treasury services. Support Services includes holding company and corporate functions that provide
data processing, bank operations and other professional services to the operating segments.

TCF evaluates performance and allocates resources based on each segment’s net income or loss. The business segments follow
GAAP as described in Note 1, Summary of Significant Accounting Policies. Certain reclassifications have been made to prior
financial statements to conform to the current period presentation. TCF generally accounts for inter-segment sales and transfers
at cost.

The following table sets forth certain information for each of TCF’s reportable segments, including a reconciliation of TCF’s
consolidated totals.

(Dollars in thousands)
At or For the Year Ended December 31, 2013:
Revenues from external customers:

Interest income
Non-interest income

Total

Net interest income
Provision for credit losses
Non-interest income
Non-interest expense
Income tax expense (benefit)

Income (loss) after income tax expense

Income attributable to non-controlling

interest

Preferred stock dividends

Net income (loss) available to common

stockholders

Lending

Funding

Support
Services

Eliminations
and Other(1) Consolidated

840,250
168,387

24,290
235,185

$ 1,008,637

$ 259,475

–
–

–

864,540
404,058

$ 1,268,598

–
486

486

3
–
136,584
139,864
8

(2,954)
–
(136,151)
(138,478)
(2,076)

$ 237,289
2,960
235,238
442,557
9,750

17,260

(3,285)

1,449

–
–

–
19,065

–
–

568,286
115,408
168,387
401,326
76,663

143,276

7,032
–

802,624
118,368
404,058
845,269
84,345

158,700

7,032
19,065

136,244

17,260

$ (22,350) $

1,449

132,603

Total assets

$16,197,449

$7,862,779

$228,863

$(5,909,251)

$18,379,840

At or For the Year Ended December 31, 2012:
Revenues from external customers:

Interest income
Non-interest income

Total

Net interest income
Provision for credit losses
Non-interest income
Non-interest expense
Income tax expense (benefit)

842,718
138,514

41,905
338,848

–
13,061

981,232

$ 380,753

$ 13,061

524,358
245,355
138,514
367,172
13,272

$ 258,283
2,088
338,895
969,805
(135,432)

41
–
140,784
152,677
(7,790)

–
–

–

884,623
490,423

$ 1,375,046

(2,663)
–
(127,770)
(127,100)
(2,908)

780,019
247,443
490,423
1,362,554
(132,858)

Income (loss) after income tax expense

(benefit)

Income attributable to non-controlling interest
Preferred stock dividends

Net income (loss) available to common

stockholders

37,073
6,187
–

(239,283)
–
–

(4,062)
–
5,606

(425)
–
–

(206,697)
6,187
5,606

30,886

$ (239,283) $ (9,668) $

(425)

(218,490)

Total assets

$15,694,693

$7,249,958

$148,513

$(4,867,247)

$18,225,917

(Dollars in thousands)
At or For the Year Ended December 31, 2011:
Revenues from external customers:

Interest income
Non-interest income (expense)

Total

Net interest income
Provision for credit losses
Non-interest income
Non-interest expense
Income tax expense (benefit)

Income (loss) after income tax expense

(benefit)

Income attributable to non-controlling interest

Net income (loss) available to common

stockholders

Total assets

Lending

Funding

Support
Services

Eliminations
and Other(1) Consolidated

$
$

845,481
101,234
946,715
470,245
198,126
101,233
318,436
18,414

36,502
4,993

92,470
343,736
$ 436,206
$ 231,572
2,717
360,608
463,437
48,264

$
$

–
(536)
(536)
16
–
119,276
126,943
(2,834)

$
$

–
–
–
(2,145)
–
(136,683)
(144,365)
597

937,951
444,434
$ 1,382,385
699,688
$
200,843
444,434
764,451
64,441

77,762
–

(4,817)
–

4,940
–

114,387
4,993

$
31,509
$14,404,609

$
77,762
$7,674,685

$ (4,817)
$122,849

$
4,940
$(3,222,755)

$
109,394
$18,979,388

(1) Includes the unallocated portion of pension and other postretirement benefits (expenses) attributable to the annual determination of actuarial

gains and losses.

Note 24. Parent Company Financial Information
TCF Financial’s (parent company only) condensed statements of financial condition as of December 31, 2013 and 2012, and the
condensed statements of income and cash flows for the years ended December 31, 2013, 2012 and 2011 are as follows.

Condensed Statements of Financial Position

(In thousands)
Assets

Cash and cash equivalents
Investment in bank subsidiary
Accounts receivable from bank subsidiary
Other assets

Total assets

Liabilities and Equity

Other liabilities

Total liabilities

Equity

Total liabilities and equity

Condensed Statements of Income

(In thousands)
Interest income
Interest expense

Net interest income (expense)

Non-interest income:

Dividends from TCF Bank
Affiliate service fees
Other

Total non-interest income

Non-interest expense:

Compensation and employee benefits
Occupancy and equipment
Other

Total non-interest expense

(Loss) income before income tax benefit and equity in undistributed earnings of

subsidiaries

Income tax benefit

(Loss) income before equity in undistributed earnings of subsidiaries

Equity (deficit) in undistributed earnings of bank subsidiary

Net income (loss)

Preferred stock dividends

At December 31,
2013

2012

62,775
1,863,563
21,706
19,498

85,337
1,750,897
16,534
15,814

$1,967,542

$1,868,582

14,574

5,209

1,952,968

1,863,373

$1,967,542

$1,868,582

Year Ended December 31,
2013
419
–

2012
355
7,952

2011
432
16,227

419

(7,597)

(15,795)

–
23,338
407

23,745

22,108
322
3,352

25,782

(1,618)
309

(1,309)
152,977

151,668
19,065

18,000
17,089
12,936

48,025

14,703
298
15,731

30,732

9,696
2,766

12,462
(225,346)

(212,884)
5,606

29,500
14,736
(1,006)

43,230

14,367
318
4,020

18,705

8,730
7,118

15,848
93,546

109,394
–

Net income (loss) available to common stockholders

$132,603

$(218,490) $109,394

Condensed Statements of Cash Flows

(In thousands)
Cash flows from operating activities:

Year Ended December 31,
2013

2012

2011

Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating

$ 151,668

$(212,884) $109,394

activities:

Equity (deficit) in undistributed earnings of bank subsidiary
Gains on sales of assets, net
Other, net

Total adjustments

Net cash provided by operating activities

Cash flows from investing activities:

Capital contributions to bank subsidiary
Proceeds from sales of other securities
Purchases of premises and equipment
Other, net

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Net proceeds from public offerings of preferred stock
Net proceeds from public offering of common stock
Dividends paid on preferred stock
Dividends paid on common stock
Redemption of trust preferred securities
Interest paid on trust preferred securities
Shares sold to TCF employee benefit plans
Stock compensation tax (expense) benefit
Repayments of senior unsecured term note

Net cash (used in) provided by financing activities

Net (decrease) increase in cash and due from banks
Cash and due from banks at beginning of period

Cash and due from banks at end of period

(152,977)
(350)
9,962

225,346
(13,116)
9,561

(93,546)
–
28,320

(143,365)

221,791

(65,226)

8,303

8,907

44,168

–
–
(148)
869

(192,000)
14,550
(6)
–

(33,000)
–
(133)
21

721

(177,456)

(33,112)

–
–
(19,065)
(32,227)
–
–
20,179
(473)
–

263,240
–
(5,606)
(31,904)
(115,010)
(8,757)
19,462
(659)
–

–
219,666
–
(30,772)
–
(12,364)
17,971
280
(90,489)

(31,586)

120,766

104,292

(22,562)
85,337

(47,783)
133,120

115,348
17,772

$ 62,775

$ 85,337

$133,120

TCF Financial’s (parent company only) operations are conducted through its banking subsidiary, TCF Bank. As a result, TCF’s cash
flow and ability to make dividend payments to its common stockholders depend on the earnings of TCF Bank. The ability of TCF
Bank to pay dividends or make other payments to TCF Financial is limited by its obligation to maintain sufficient capital and by
other regulatory restrictions on dividends. At December 31, 2013, TCF Bank could pay a total of approximately $21.2 million in
dividends to TCF without prior regulatory approval.

Note 25. Litigation Contingencies
From time to time, TCF is a party to legal proceedings arising out of its lending, leasing and deposit operations, including
foreclosure proceedings and other collection actions as part of its lending and leasing collections activities. TCF may also be
subject to enforcement actions brought by federal regulators, including the Securities and Exchange Commission (‘‘SEC’’), the
Federal Reserve, the OCC and the Consumer Financial Protection Bureau. From time to time, borrowers and other customers,
and employees and former employees, have also brought actions against TCF, in some cases claiming substantial damages. TCF
and other financial services companies are subject to the risk of class action litigation. Litigation is often unpredictable and the
actual results of litigation cannot be determined, and therefore the ultimate resolution of a matter and the possible range of loss
associated with certain potential outcomes cannot be established. Based on our current understanding of these pending legal
proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters,
individually or in the aggregate, would have a material adverse effect on the consolidated financial position, operating results or
cash flows of TCF. TCF is also subject to regulatory examinations, and TCF’s regulatory authorities may impose sanctions on TCF
for failures related to regulatory compliance. In December 2013, the OCC terminated the regulatory order related to previously
disclosed deficiencies in its Bank Secrecy Act of 1970 (the ‘‘BSA’’ or ‘‘Bank Secrecy Act’’) compliance program. TCF Bank has
made comprehensive changes to its BSA compliance program and has satisfied the legal and regulatory requirements of the
order.

100

Note 26. Accumulated Other Comprehensive Income
The components of other comprehensive income and the related tax effects are presented in the tables below.

(In thousands)
Year Ended December 31, 2013
Securities available for sale:

Unrealized losses arising during the period
Reclassification of gains to net income

Net unrealized losses

Foreign currency hedge:

Unrealized gains arising during the period

Foreign currency translation adjustment:(1)

Unrealized losses arising during the period

Recognized postretirement prior service cost and translation obligation:

Net actuarial losses arising during the period

Total other comprehensive loss

Year Ended December 31, 2012
Securities available for sale:

Unrealized gains arising during the period
Reclassification of gains to net income

Net unrealized losses

Foreign currency hedge:

Unrealized losses arising during the period

Foreign currency translation adjustment:(1)

Unrealized gains arising during the period

Recognized postretirement prior service cost and translation obligation:

Net actuarial gains arising during the period

Total other comprehensive loss

Year Ended December 31, 2011
Securities available for sale:

Unrealized gains arising during the period
Reclassification of gains to net income

Net unrealized gains
Foreign currency hedge:

Unrealized gains arising during the period

Foreign currency translation adjustment:(1)

Unrealized losses arising during the period

Recognized postretirement prior service cost and translation obligation:

Net actuarial gains arising during the period

Total other comprehensive income

Before Tax

Tax Effect Net of Tax

$ (61,177)
(860)

$ 23,053
324

$ (38,124)
(536)

(62,037)

23,377

(38,660)

1,625

(614)

1,011

(1,979)

(46)

–

(1,979)

(28)

$ (62,437)

$ 22,781

$ (39,656)

$ 19,794
(89,879)

$ (7,252)
32,745

$ 12,542
(57,134)

(70,085)

25,493

(44,592)

(630)

239

(391)

531

123

–

(54)

531

$ (70,061)

$ 25,678

$ (44,383)

$122,638
(8,045)

$(44,959)
2,949

$ 77,679
(5,096)

114,593

(42,010)

72,583

261

(433)

(93)

–

168

(433)

308

(108)

200

$114,729

$(42,211)

$ 72,518

(1) Foreign investments are deemed to be permanent in nature and therefore do not provide for taxes on foreign currency translation

adjustments.

Reclassifications of gains to net income were recorded in gains on securities, net in the Consolidated Statements of Income. The
tax effect of these reclassifications was recorded in income tax expense (benefit) in the Consolidated Statements of Income. See
Note 16, Employee Benefit Plans for additional information regarding TCF’s recognized postretirement prior service cost.

101

Accumulated other comprehensive income balances are presented in the tables below.

(In thousands)
Year Ended December 31, 2013
Balance, beginning of period

Other comprehensive (loss) income
Amounts reclassified from accumulated

other comprehensive income

Net other comprehensive (loss)

income

Securities
Foreign
Available Currency
for Sale

Foreign
Currency
Translation
Hedge Adjustment

Recognized
Postretirement Prior
Service Cost and
Transition Obligation

Total

$ 11,677
(38,124)

$ (420)
1,011

923
(1,979)

$263
(28)

$ 12,443
(39,120)

(536)

–

(536)

(38,660)

1,011

(1,979)

Balance, end of period

$(26,983)

$ 591

$(1,056)

Year Ended December 31, 2012
Balance, beginning of period

Other comprehensive income (loss)
Amounts reclassified from accumulated

other comprehensive income

Net other comprehensive (loss) income

$ 56,269
12,542

(29)
(391)

(57,134)

(44,592)

–

(391)

392
531

–

531

(28)

(39,656)

$235

$(27,213)

$194
69

$ 56,826
12,751

–

(57,134)

(44,383)

Balance, end of period

$ 11,677

$ (420)

923

$263

$ 12,443

Year Ended December 31, 2011
Balance, beginning of period

Other comprehensive income (loss)
Amounts reclassified from accumulated

other comprehensive income

Net other comprehensive income (loss)

$(16,314)
77,679

$ (197)
168

825
(433)

(5,096)

72,583

–

168

–

(433)

Balance, end of period

$ 56,269

(29)

392

$ (6) $(15,692)
77,614

200

–

(5,096)

200

72,518

$194

$ 56,826

Other Financial Data

The selected quarterly financial data presented below should be read in conjunction with the Consolidated Financial Statements
and related notes.

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

(In thousands)

SELECTED FINANCIAL
CONDITION DATA:
Total loans and leases
Securities available for

sale
Goodwill
Total assets
Deposits
Short-term borrowings
Long-term borrowings
Total equity

Dec. 31,
2013

Sep. 30,
2013

Jun. 30,
2013

Mar. 31,
2013

Dec. 31,
2012

Sep. 30,
2012

Jun. 30,
2012

Mar. 31,
2012

$15,846,939 $15,651,648 $15,579,292 $15,613,346 $15,425,724 $15,218,217 $15,234,504 $15,207,936

551,064
225,640
18,379,840
14,432,776
4,918
1,483,325
1,964,759

631,677
225,640
18,370,088
14,425,030
8,249
1,523,235
1,941,243

620,260
225,640
18,399,607
14,285,584
3,030
1,787,728
1,906,181

677,088
225,640
18,504,026
14,300,104
3,717
1,926,794
1,900,159

712,091
225,640
18,225,917
14,050,786
2,619
1,931,196
1,876,643

559,671
225,640
17,878,393
13,721,419
115,529
1,936,988
1,764,669

757,233
225,640
17,870,597
13,704,306
7,487
2,075,923
1,755,908

728,894
225,640
17,833,457
12,759,040
1,157,189
1,962,053
1,549,325

102

Three Months Ended

(Dollars in thousands, except per-share data)

Dec. 31, Sep. 30,
2013

2013

Jun. 30, Mar. 31, Dec. 31, Sep. 30,
2012

2013

2012

2013

Jun. 30, Mar. 31,
2012

2012

SELECTED OPERATIONS DATA:
Net interest income
Provision for credit losses

Net interest income after provision for credit

losses

Non-interest income:

$201,862 $199,627 $202,044 $199,091 $201,063 $200,559 $198,224 $ 180,173
48,542

38,383

54,106

22,792

32,591

48,520

96,275

24,602

179,070

175,025

169,453

160,708

152,543

104,284

144,118

131,631

Fees and other revenue
Gains (losses) on securities, net

104,368
1,044

106,240
(80)

99,783
–

92,703
–

100,665
(528)

99,025
13,033

99,767
13,116

88,734
76,611

Total non-interest income

Non-interest expense

105,412
220,469

106,160
212,232

99,783
208,516

92,703
204,052

100,137
214,049

112,058
196,808

112,883
202,989

165,345
748,708

Income (loss) before income tax expense

(benefit)

Income tax expense (benefit)

Income (loss) after income tax expense

(benefit)

Income attributable to non-controlling interest
Preferred stock dividends

Net income (loss) available to common

stockholders

Per common share:
Basic earnings

Diluted earnings

Dividends declared

FINANCIAL RATIOS:
Return on average assets(1)
Return on average common equity(1)
Net interest margin(1)
Net charge-off as a percentage of average loans

and leases(1)

Average total equity to average total assets
Dividend payout ratio

(1) Annualized

64,013
22,791

68,953
24,551

60,720
19,444

49,359
17,559

38,631
10,540

19,534
6,304

54,012
20,542

(451,732)
(170,244)

41,222
1,227
4,847

44,402
1,607
4,847

41,276
2,372
4,847

31,800
1,826
4,524

28,091
1,306
3,234

13,230
1,536
2,372

33,470
1,939
–

(281,488)
1,406
–

$ 35,148 $ 37,948 $ 34,057 $ 25,450 $ 23,551 $

9,322 $ 31,531 $(282,894)

.22 $

.24 $

.21 $

.16 $

.15 $

.06 $

.20 $

(1.78)

.22 $

.23 $

.21 $

.16 $

.15 $

.06 $

.20 $

(1.78)

.05 $

.05

.90%

.97%

.90%

.70%

.63%

.30%

.76% (5.96)%

8.39
4.67

.76
10.66
22.99

9.28
4.62

.71
10.46
21.25

8.39
4.72

.70
10.40
23.63

6.36
4.72

1.06
10.31
32.00

5.93
4.79

1.18
9.92
34.00

2.36
4.85

2.74
9.96
85.70

8.13
4.86

1.18
8.96
25.30

(63.38)
4.14

1.06
9.52
(2.80)

103

Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
None.

Item 9A. Controls and Procedures
Disclosure Controls and Procedures The Company carried out an evaluation, under the supervision and with the participation
of the Company’s management, including the Company’s Chief Executive Officer (Principal Executive Officer), Chief Financial
Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer), of the effectiveness of the design
and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities
Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Based upon that evaluation, management concluded that the
Company’s disclosure controls and procedures were effective as of December 31, 2013.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by TCF in reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to the Company’s management, including the Chief Executive Officer (Principal Executive Officer), Chief
Financial Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer), as appropriate, to allow
for timely decisions regarding required disclosure. TCF’s disclosure controls also include internal controls that are designed to
provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper
use and that transactions are properly recorded and reported.

Changes in Internal Control Over Financial Reporting There were no changes to TCF’s internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2013, that materially
affected, or are reasonably likely to materially affect, TCF’s internal control over financial reporting.

104

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for TCF Financial
Corporation (the Company). Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are only being made in accordance with
authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the
financial statements.

Management, with the participation of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer
(Principal Financial Officer), completed an assessment of TCF’s internal control over financial reporting as of December 31, 2013.
This assessment was based on criteria for evaluating internal control over financial reporting established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in September 1992.
Based on this assessment, management concluded that TCF’s internal control over financial reporting was effective as of
December 31, 2013.

KPMG LLP, the Company’s independent registered public accounting firm that audited the consolidated financial statements
included in this annual report, has issued an unqualified attestation report on the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2013.

Any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. The design of a control system inherently has limitations, and the benefits of controls
must be weighed against their costs. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. Therefore, no assessment of a cost-effective
system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

105

21JUL200414412105

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
TCF Financial Corporation:

We have audited TCF Financial Corporation’s (the Company) internal control over financial reporting as of December 31, 2013,
based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). TCF Financial Corporation’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is
to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, TCF Financial Corporation maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated statements of financial condition of TCF Financial Corporation and subsidiaries as of December 31, 2013 and 2012,
and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the
three-year period ended December 31, 2013, and our report dated February 25, 2014 expressed an unqualified opinion on those
consolidated financial statements.

Minneapolis, Minnesota
February 25, 2014

8OCT201312085186

106

Item 9B. Other Information
None.

Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding directors and executive officers of TCF is set forth in the following sections of TCF’s definitive Proxy
Statement for the 2014 Annual Meeting of Stockholders to be held on April 23, 2014 (the ‘‘2014 Proxy’’), and is incorporated
herein by reference: Election of Directors; Section 16(a) Beneficial Ownership Reporting Compliance; and Background of
Executive Officers Who are Not Directors.

Information regarding procedures for nominations of Directors is set forth in the following sections of TCF’s 2014 Proxy, and is
incorporated herein by reference: Corporate Governance – Director Nominations; and Additional Information.

Audit Committee and Financial Expert

Information regarding TCF’s Audit Committee, its members and financial experts is set forth in the following sections of TCF’s
2014 Proxy, and is incorporated herein by reference: Election of Directors – Background of the Nominees; Corporate
Governance – Board Committees, Committee Memberships, and Meetings in 2013; and Corporate Governance – Audit
Committee.

TCF’s Board of Directors is required to determine whether it has at least one Audit Committee Financial Expert and that the
expert is independent. An Audit Committee Financial Expert is a committee member who has an understanding of generally
accepted accounting principles and financial statements and has the ability to assess the general application of these principles in
connection with the accounting for estimates, accruals and reserves. Additionally, this individual should have experience
preparing, auditing, analyzing or evaluating financial statements that present the breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by
TCF’s financial statements, or experience actively supervising one or more persons engaged in such activities. The member
should also have an understanding of internal control over financial reporting as well as an understanding of audit committee
functions.

The Board has determined that Gerald A. Schwalbach, the Audit Committee Chairman, Raymond L. Barton, Thomas A. Cusick,
George G. Johnson, Vance K. Opperman and Richard A. Zona meet the requirements of audit committee financial experts. The
Board has also determined that Mr. Schwalbach, Mr. Barton, Mr. Cusick, Ms. Grandstrand, Mr. Johnson, Mr. Opperman and
Mr. Zona are independent. Additional information regarding Mr. Schwalbach, Mr. Barton, Mr. Cusick, Ms. Grandstrand,
Mr. Johnson, Mr. Opperman and Mr. Zona, and other directors is set forth in the section Election of Directors – Background of the
Nominees in TCF’s 2014 Proxy and is incorporated herein by reference.

Code of Ethics for Senior Financial Management

TCF has adopted a Code of Ethics applicable to the Principal Executive Officer (‘‘PEO’’), Principal Financial Officer (‘‘PFO’’) and
Principal Accounting Officer (‘‘PAO’’) (the ‘‘Senior Financial Management Code of Ethics’’) as well as a code of ethics generally
applicable to all officers (including the PEO, PFO and PAO), directors and employees of TCF (the ‘‘Code of Ethics’’). The Code of
Ethics and Senior Financial Management Code of Ethics are both available for review at TCF’s website at www.tcfbank.com by
clicking on ‘‘About TCF’’ and then ‘‘Learn More’’ under the heading ‘‘About TCF Corporate Governance.’’ Any changes to the
Code of Ethics or Senior Financial Management Code of Ethics will be posted on this site, and any waivers granted to or
violations by the PEO, PFO and PAO of the Code of Ethics or Senior Financial Management Code of Ethics will also be posted on
this site.

Item 11. Executive Compensation
Information regarding compensation of directors and executive officers of TCF is set forth in the following sections of TCF’s 2014
Proxy, and is incorporated herein by reference: Director Compensation; Compensation Discussion and Analysis; Compensation
Committee Report; Executive Compensation; and Corporate Governance – Compensation, Nominating, and Corporate
Governance Committee – Compensation Committee Interlocks and Insider Participation.

107

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Information regarding ownership of TCF’s common stock by TCF’s directors, executive officers, and certain other stockholders
and shares authorized under plans is set forth in the following sections of TCF’s 2014 Proxy, and is incorporated herein by
reference: Ownership of TCF Stock; and Equity Compensation Plans Approved by Stockholders.

Item 13. Certain Relationships and Related Transactions, and Director
Independence
Information regarding director independence and certain relationships and transactions between TCF and management is set
forth in the section entitled Corporate Governance – Director Independence and Related Person Transactions of TCF’s 2014
Proxy, and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services
Information regarding principal accountant fees and services and the Audit Committee’s pre-approval policies and procedures
relating to audit and non-audit services provided by the Company’s independent registered public accounting firm is set forth in
the section entitled Independent Registered Public Accountants in TCF’s 2014 Proxy, and is incorporated herein by reference.

108

Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits

1. Financial Statements

The following consolidated financial statements of TCF and its subsidiaries, are filed as part of this report:

Description
Selected Financial Data

Consolidated Statements of Financial Condition at December 31, 2013 and 2012

Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2013

Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended

December 31, 2013

Consolidated Statements of Equity for each of the years in the three-year period ended December 31, 2013

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2013

Notes to Consolidated Financial Statements

Other Financial Data

Management’s Report on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firm

2. Financial Statement Schedules

All schedules to the Consolidated Financial Statements normally required by the applicable accounting regulations

are included in the Consolidated Financial Statements or the Notes thereto.

3. Exhibits

Index to Exhibits

Page
19

102

105

106

111

109

Signatures
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TCF Financial Corporation
Registrant
By: /s/ WILLIAM A. COOPER

William A. Cooper
Chairman and Chief Executive Officer

Dated: February 25, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

Name

/s/ WILLIAM A. COOPER

William A. Cooper

/s/ MICHAEL S. JONES

Michael S. Jones

/s/ SUSAN D. BODE

Susan D. Bode

Title

Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Senior Vice President, and Chief Accounting Officer
(Principal Accounting Officer)

/s/ RAYMOND L. BARTON

Director

Raymond L. Barton

/s/ PETER BELL

Peter Bell

/s/ WILLIAM F. BIEBER

William F. Bieber

/s/ THEODORE J. BIGOS

Theodore J. Bigos

/s/ THOMAS A. CUSICK

Thomas A. Cusick

/s/ CRAIG R. DAHL

Craig R. Dahl

Karen L. Grandstrand

/s/ THOMAS F. JASPER

Thomas F. Jasper

/s/ GEORGE G. JOHNSON

George G. Johnson

/s/ VANCE K. OPPERMAN

Vance K. Opperman

/s/ JAMES M. RAMSTAD

James M. Ramstad

Director

/s/ KAREN L. GRANDSTRAND

Director

February 25, 2014

Director, Vice Chairman, and Executive Vice President,
Lending

February 25, 2014

Director, Vice Chairman, and Executive Vice President,
Funding, Operations and Finance

February 25, 2014

/s/ GERALD A. SCHWALBACH

Director

Gerald A. Schwalbach

/s/ BARRY N. WINSLOW

Barry N. Winslow

/s/ RICHARD A. ZONA

Richard A. Zona

Director and Vice Chairman, Corporate Development

February 25, 2014

Director

February 25, 2014

110

Date

February 25, 2014

Index to Exhibits

Exhibit No. Description

3(a)

3(b)

4(a)

4(b)

4(c)

4(d)

4(e)

4(f)

4(g)

4(h)

10(a)*

10(a)-1*

10(a)-2*

10(a)-3*

10(a)-4*

10(a)-5*

10(a)-6*

Amended and Restated Certificate of Incorporation of TCF Financial Corporation [incorporated by reference
to Exhibit 3(a) to TCF Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2012]

Amended and Restated Bylaws of TCF Financial Corporation [incorporated by reference to Exhibit 3.1 to TCF
Financial Corporation’s Current Report on Form 8-K filed October 25, 2013]

Warrant Agreement dated December 15, 2009 by and among TCF Financial Corporation,
Computershare, Inc. and Computershare Trust Company, N.A. [incorporated by reference to Exhibit 4.1 to
TCF Financial Corporation’s Form 8-A filed December 16, 2009]

Specimen Warrant to Purchase Shares of Common Stock of TCF Financial Corporation [incorporated by
reference to Exhibit 4.2 to TCF Financial Corporation’s Form 8-A filed December 16, 2009]

Specimen Common Stock Certificate of TCF Financial Corporation [incorporated by reference to Exhibit 4.3
to TCF Financial Corporation’s Registration Statement on Form S-3ASR filed on May 29, 2012]

Form of Certificate for Series A Non-Cumulative Perpetual Preferred Stock [incorporated by reference to
Exhibit 4.1 to TCF Financial Corporation’s Current Report on Form 8-K filed June 22, 2012]

Deposit Agreement dated June 25, 2012 by and among TCF Financial Corporation, Computershare Trust
Company, N.A. and Computershare Inc. and the holders from time to time of the Depositary Receipts
described therein [incorporated by reference to Exhibit 4.1 to TCF Financial Corporation’s Current Report on
Form 8-K filed June 25, 2012]

Form of Depositary Receipt (included as part of Exhibit 4(e)) [incorporated by reference to Exhibit 4.1 to TCF
Financial Corporation’s Current Report on Form 8-K filed June 25, 2012]

Form of Certificate for 6.45% Series B Non-Cumulative Perpetual Preferred Stock [incorporated by reference
to Exhibit 4.1 to TCF Financial Corporation’s Current Report on Form 8-K filed December 18, 2012]

Copies of instruments with respect to long-term debt will be furnished to the Securities and Exchange
Commission upon request.

TCF Financial Incentive Stock Program, as amended and restated April 24, 2013 [incorporated by reference
to Exhibit 10.1 to TCF Financial Corporation’s Current Report on Form 8-K filed April 30, 2013]

Form of the 2008 Nonqualified Stock Option Agreement as executed by certain executives effective
January 21, 2008 [incorporated by reference to Exhibit 10(b)-10 to TCF Financial Corporation’s Current
Report on Form 8-K filed January 25, 2008]

Nonqualified Stock Option Agreement as executed by Mr. Cooper, effective July 31, 2008 [incorporated by
reference to Exhibit 10(b)-11 to TCF Financial Corporation’s Current Report on Form 8-K filed August 6,
2008]

Form of Restricted Stock Agreement and Non-Solicitation/Confidentiality Agreement as executed by certain
executives, effective February 16, 2011 [incorporated by reference to Exhibit 10(b)-16 to TCF Financial
Corporation’s Current Report on Form 8-K filed February 18, 2011]

Nonqualified Stock Option Agreement as executed by Barry N. Winslow, effective July 31, 2008
[incorporated by reference to Exhibit 10(b)-17 of TCF Financial Corporation’s Quarterly Report on Form 10-Q
filed for the quarter ended March 31, 2011]

Form of Restricted Stock Agreement as executed by William A. Cooper, effective January 17, 2012
[incorporated by reference to Exhibit 10.2 to TCF Financial Corporation’s Current Report on Form 8-K filed
January 20, 2012]

Form of Restricted Stock Agreement as executed by certain executives, effective January 17, 2012
[incorporated by reference to Exhibit 10.3 to TCF Financial Corporation’s Current Report on Form 8-K filed
January 20, 2012]

111

10(b)*

10(c)*

10(c)-1*#

10(d)*

10(d)-1

10(d)-2

10(e)*

10(e)-1*

10(f)*

10(g)*

10(h)*

10(i)*

10(j)*

TCF Performance-Based Compensation Policy for Covered Executive Officers, as approved effective
January 1, 2013 [incorporated by reference to Exhibit 10.2 to TCF Financial Corporation’s Current Report on
Form 8-K filed April 30, 2013]

Form of 2013 Management Incentive Plan – Executive, as executed by certain executives of TCF Financial
Corporation, effective January 1, 2013 [incorporated by reference to Exhibit 10.1 of TCF Financial
Corporation’s Current Report on Form 8-K March 12, 2013]

Form of 2014 Management Incentive Plan – Executive, as executed by certain executives of TCF Financial
Corporation, effective January 1, 2014

Employment Agreement) with William A. Cooper between William A. Cooper and TCF Financial Corporation
effective as of January 1, 2013 [incorporated by reference to Exhibit 10.1 to TCF Financial Corporation’s
Current Report on Form 8-K filed February 25, 2013]

Employment Agreement with Craig R. Dahl between Craig R. Dahl and TCF Financial Corporation effective
as of January 1, 2013 [incorporated by reference to Exhibit 10.2 to TCF Financial Corporation’s Current
Report on Form 8-K filed February 25, 2013]

Employment Agreement with Thomas F. Jasper between Thomas F. Jasper and TCF Financial Corporation
effective as of January 1, 2013 [incorporated by reference to Exhibit 10.3 to TCF Financial Corporation’s
Current Report on Form 8-K filed February 25, 2013]

TCF Financial Corporation Supplemental Employee Retirement Plan – ESPP Plan as amended and restated
through January 24, 2005 [incorporated by reference to Exhibit 10(j) of TCF Financial Corporation’s Current
Report on Form 8-K filed January 27, 2005]

TCF Employees Stock Purchase Plan – Supplemental Plan, as amended and restated effective January 1,
2011 [incorporated by reference to Exhibit 10(j)-1 to TCF Financial Corporation’s Current Report on Form 8-K
filed May 2, 2011]

Trust Agreement for TCF Employees Stock Purchase Plan Supplemental Executive Retirement Plan (‘‘SERP’’)
effective January 1, 2009 and dated November 20, 2008 [incorporated by reference to Exhibit 10(k) to TCF
Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008]

TCF Financial Corporation Executive Deferred Compensation Plan as amended and restated through
January 24, 2005 [incorporated by reference to Exhibit 10(c) to TCF Financial Corporation’s Current Report
on Form 8-K filed January 27, 2005]

Restated Trust Agreement as executed with First National Bank in Sioux Falls as trustee effective as of
October 1, 2000 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporation’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2000]; as amended by amendment adopted April 30,
2001 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporation’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001]; and as amended by amendments adopted May 3, 2002
[incorporated by reference to Exhibit 10(d) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002]; and as amended by Third Amendment of Trust Agreement for TCF
Executive Deferred Compensation Plan effective as of June 30, 2003 [incorporated by reference to
Exhibit 10(d) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2003]

TCF Financial Corporation Senior Officer Deferred Compensation Plan as amended and restated through
January 24, 2005 [incorporated by reference to Exhibit 10(l) to TCF Financial Corporation’s Current Report on
Form 8-K filed January 27, 2005]

Trust Agreement for TCF Financial Senior Officer Deferred Compensation Plan as executed with First
National Bank in Sioux Falls as trustee effective as of October 1, 2000 [incorporated by reference to
Exhibit 10(m) of TCF Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2000]; as amended by amendment adopted April 30, 2001 [incorporated by reference to
Exhibit 10(m) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2001]; and as amended by Second Amendment of Trust Agreement for TCF Financial Senior Officers
Deferred Compensation Plan effective as of June 30, 2003 [incorporated by reference to Exhibit 10(m) of
TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003]

112

10(k)*

10(k)-1*

10(k)-2*

10(k)-3*

10(l)*

10(l)-1*

10(m)*

Directors Stock Grant Program, as amended and restated April 25, 2012 [incorporated by reference to
Exhibit 10(j) of TCF Financial Corporation’s Quarterly Report on Form 10-Q filed for the quarter ended
June 30, 2012]

Resolution adopting Directors Stock Grant Program goal for fiscal year 2009 and after [incorporated by
reference to Exhibit 10(n)-1 of TCF Financial Corporation’s Current Report on Form 8-K filed January 23,
2009]

Form of Director’s Restricted Stock Agreement dated January 24, 2012 [incorporated by reference to
Exhibit 10(j)-1 of TCF Financial Corporation’s Quarterly Report on Form 10-Q filed for the quarter ended
June 30, 2012]

Form of Deferred Director’s Restricted Stock Agreement dated January 24, 2012 [incorporated by reference
to Exhibit 10(j)-2 of TCF Financial Corporation’s Quarterly Report on Form 10-Q filed for the quarter ended
June 30, 2012]

TCF Financial Corporation TCF Directors Deferred Compensation Plan as amended and restated through
January 24, 2005 [incorporated by reference to Exhibit 10(r) of TCF Financial Corporation’s Current Report on
Form 8-K filed January 27, 2005]

TCF Financial Corporation TCF Directors 2005 Deferred Compensation Plan, adopted effective as of
January 6, 2005, as amended and restated through January 24, 2005 [incorporated by reference to
Exhibit 10(r)-1 of TCF Financial Corporation’s Current Report on Form 8-K filed January 27, 2005]; and as
amended by Amendment of Directors 2005 Deferred Compensation Plan effective July 19, 2010
[incorporated by reference to Exhibit 10(r)-1 of TCF Financial Corporation’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2010]

Trust Agreement for TCF Directors Deferred Compensation Plan [incorporated by reference to Exhibit 10(d)
to TCF Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000]; as
amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(s) of TCF Financial
Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001]; as amended by
amendment adopted October 10, 2001 [incorporated by reference to Exhibit 10(s) of TCF Financial
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001]; and as amended by
amendments adopted May 3, 2002 [incorporated by reference to Exhibit 10(s) of TCF Financial Corporation’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002]; and as amended by Third Amendment
of TCF Directors Deferred Compensation Trust effective as of June 30, 2003 [incorporated by reference to
Exhibit 10(s) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2003]

10(n)*#

Summary of Non-Employee Director Compensation

10(o)*

10(p)*

10(q)*

12(a)#

12(b)#

21#

23#

31.1#

31.2#

TCF Employees Deferred Stock Compensation Plan, effective January 1, 2011 [incorporated by reference to
Exhibit 10(u) to TCF Financial Corporation’s Current Report on Form 8-K filed February 18, 2011]

Form of Rabbi Trust Agreement for the TCF Employees Deferred Stock Compensation Plan [incorporated by
reference to Exhibit 10(v) to TCF Financial Corporation’s Current Report on Form 8-K filed February 18, 2011]

Letter Agreement between TCF and Neil W. Brown entered into on December 14, 2012 [incorporated by
reference to Exhibit 99.1 to TCF Financial Corporation’s Current Report on Form 8-K filed December 20,
2012]

Consolidated Ratios of Earnings to Fixed Charges for years ended December 31,2013, 2012, 2011, 2010,
and 2009

Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for years ended
December 31, 2013, 2012, 2011, 2010, and 2009

Subsidiaries of TCF Financial Corporation (as of December 31, 2013)

Consent of KPMG LLP dated February 25, 2014

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

113

32.1#

32.2#

101#

Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Financial Statements of the Company for the period ended December 31, 2013, formatted in XBRL: (i) the
Consolidated Statements of Income, (ii) the Consolidated Statements of Financial Condition, (iii) the
Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to
Consolidated Financial Statements.

* Indicates management contracts, compensatory plans or arrangements required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K

# Filed herein

114

Corporate Information

Board of Directors

A-01

William A. Cooper 5
Chairman of the Board
and Chief Executive Officer,
TCF Financial Corporation

Chairman since 1987

Raymond L. Barton 5,6,7
Chairman,
Great Clips, Inc.

Peter Bell 3,6,7
Former Chair,
Metropolitan Council

William F. Bieber 1,3,4,5,6,7
Chairman,
ATEK Companies, Inc.

Director since 2011

Director since 2009

Director since 1997

Theodore J. Bigos 1,4,6,7
Owner,
Bigos Management, Inc.

Thomas A. Cusick 2,6,7
Retired Vice Chairman,
TCF Financial Corporation

Director since 2008

Director since 1988

Craig R. Dahl

Vice Chairman and
Executive Vice President,
Lending,
TCF Financial Corporation

Director since 2012

Karen L. Grandstrand 2,5,6,7
Partner,
Fredrikson & Byron P.A.

Director since 2010

Thomas F. Jasper

Vice Chairman and
Executive Vice President,
Funding, Operations
& Finance,
TCF Financial Corporation

Director since 2012

George G. Johnson 2,3,6,7
CPA/Managing Director,
George Johnson & Company
and George Johnson
Consultants

Director since 1998

Vance K. Opperman 1,2,4,5,6,7
President and
Chief Executive Officer,
Key Investment, Inc.

Director since 2009

James M. Ramstad 3,6,7
Former United States
Congressman

Director since 2011

Gerald A. Schwalbach1,2,4,5,6,7
Chairman,
Spensa Development
Group, LLC

Barry N. Winslow

Vice Chairman,
Corporate Development,
TCF Financial Corporation

Director since 1999

Director since 2008

Richard A. Zona 2,5,6,7
Retired Vice Chairman,
U.S. Bancorp

Director since 2011

1 Advisory Committee —

TCF Employees Stock Purchase Plan

2 Audit Committee
3 BSA and Compliance Committee
4 Compensation, Nominating and

Corporate Governance Committee

5 Executive Committee
6 Finance Committee
7 Risk Committee

// TCF Financial Corporation and Subsidiaries2013 Annual ReportA-02

Senior Officers

TCF Financial Corporation

Chairman of the Board
and Chief Executive Officer
William A. Cooper

Vice Chairman, Corporate Development
Barry N. Winslow

Vice Chairman and Executive Vice
President, Lending
Craig R. Dahl

Vice Chairman and Executive Vice
President, Funding, Operations & Finance
Thomas F. Jasper

Executive Vice President
and Chief Financial Officer
Michael S. Jones

Executive Vice President
and Chief Operations Officer
Earl D. Stratton

Chief Risk Officer
James M. Costa

Chief Credit Officer
Mark A. Bagley

Chief Audit Executive Officer
Andrew J. Jackson

Senior Vice Presidents
Susan D. Bode
Joseph T. Green
Jason E. Korstange
Brian W. Maass
Barbara E. Shaw

TCF National Bank

Lending
Vice Chairman and
Executive Vice President, Lending
Craig R. Dahl

Senior Vice President and
Director of Talent Management
Gloria J. Charley

Retail Lending
Managing Director
Mark W. Rohde

Executive Vice Presidents
Robert J. Brueggeman
Joseph W. Doyle
Claire M. Graupmann
Matthew R. Wiley

Senior Vice Presidents
Bradley C. Barthels
Todd D. Crisman
Rose M. Dickey
Michael A. Dill
Calvin E. Fuoss
Daniel B. Hoffman
Monica R. Husnik
Matthew D. Krueger
Sydney S. Libsack
Vicki L. Makowka
Jeffery D. Memeti
Bjorn J. Peterson
Carol B. Schirmers
Thomas K. Torossian
Jason R. Voronyak
Katrina Williams

Commercial Banking
Managing Director
James J. Urbanek

President, TCF Capital Funding
Joseph P. Gaffigan

Executive Vice Presidents
Douglas W. Benner
Thomas R. Bobak
William R. Patterson
Guy J. Rau

Senior Vice Presidents
Jeffrey T. Doering
Michael B. Hagen
Thomas G. Karle
James J. Kuncl
David R. Larsen
Mark I. Manbeck
Russell P. McMinn
Douglas A. Ortyn
Mark R. Pietrowiak
Janelle J. Rietz-Kamenar
Michael Roidt
Elisabeth A. Rojas
Edward J. Ryczek
Lisa M. Salazar
Patrick P. Skiles

TCF Equipment Finance, Inc.
President and Chief Executive Officer
William S. Henak

Executive Vice President
Richard J. Chenitz
Bradley C. Gunstad
Scott L. Lane
Gary A. Peterson
Judy I. VanOsdel

Senior Vice Presidents
Gary W. Anderson
Lee A. Anderson
Curtis D. Billmeyer
Peter C. Darin
Walter E. Dzielsky
James J. Filiatrault
Kyin Ong Lok
Robert J. Stark
Mark H. Valentine
Jeffrey S. Wertz

Winthrop Resources Corporation
President
Paul L. Gendler

Executive Vice President
Scott L. Lane

Senior Vice Presidents
Gary W. Anderson
Barbara E. King
Abigail R. Nesbitt
Jeffrey L. Ripperton
Dean J. Stinchfield
Bradley R. Swenson

TCF Inventory Finance, Inc.
President and Chief Executive Officer
Rosario A. Perrelli

Executive Vice Presidents
Kevin L. Harrington
Vincent E. Hillery
Peter D. Kelley
Christopher C. Meals
Mark J. Wrend

Senior Vice Presidents
Peter J. Baranowski
Thomas E. Evans
Kevin M. O’Hara
James S. Raymond
Thomas L. Sorrentino
Larry M. Tagli
Dornett Y. Wright

TCF Commercial Finance Canada, Inc.
President
Peter D. Kelley

Gateway One Lending & Finance, LLC
Chief Executive Officer
G. Brian MacInnis

President
David G. MacInnis

Chief Operating Officer
Todd A. Pierson

A-03

Chief Financial Officer
Gerald A. Wilkins

Chief Information Officer
Martin F. Crowley

Chief Credit Officer
Charles Tocker

Executive Vice President
Andrew B. Sturm

Senior Vice President
Sydney B. Libsack

Credit Administration
Chief Credit Officer
Mark A. Bagley

Executive Vice President
and Chief Lending Officer
Mark D. Nyquist

Executive Vice President
Robert A. Henry

Senior Vice Presidents
Barbara L. Buss
Larry M. Czekaj
Martin J. Krogman
Cynthia L. Smith
David J. Veurink

Funding
Vice Chairman and Executive Vice
President, Funding, Operations & Finance
Thomas F. Jasper

Senior Vice President and
Director of Talent Management
Gloria J. Charley

Branch Banking
Executive Vice President
and Chief Operations Officer
Earl D. Stratton

Managing Director of Branch Banking
Mark L. Jeter

Managing Director of Customer
Segments and Alternative Channels
Geoffrey C. Thomas

Executive Vice Presidents
Robert C. Borgstrom
Luis J. Campos
Timothy G. Doyle
Mark W. Gault
Timothy B. Meyer
Michael J. Olson

Senior Vice Presidents
Beverly L. Burman
Delia M. Conrad
Peter R. Daugherty
Mark A. Goldman
Veronica C. Janssen
Traci R. Mikesell
Jennifer K. Rohling
Gregory A. Waltz
Cathleen L. Wilkins

Finance/Treasury
Executive Vice President
and Chief Financial Officer
Michael S. Jones

Executive Vice President and Chief
Accounting Officer, TCF National Bank
Susan D. Bode

Executive Vice President and Treasurer,
TCF National Bank
Brian W. Maass

Senior Vice Presidents
James M. Dunne
Brian P. Engels
Thomas J. Gottwalt
Christy A. Powers

Operations
Executive Vice President
and Chief Operations Officer
Earl D. Stratton

Executive Vice Presidents
Gregg R. Goudy
James C. LaPlante

Senior Vice Presidents
Ronald L. Britz
Scott D. Dressler
Patricia A. Buss
Carol Jean F. Felth
Christopher N. Germann
James M. Matheis
Anton J. Negrini
Richard J. Nelson
Rodger R. Read
William N. Welch

Corporate Development
and Administration
Vice Chairman, Corporate Development
Barry N. Winslow

Human Resources
Executive Vice President and
Corporate Human Resources Director,
TCF National Bank
Barbara E. Shaw

Senior Vice Presidents
Edward J. Gallagher
Viane R. Hoefs
Roger T. Sorensen

Legal
Executive Vice President,
General Counsel and Secretary,
TCF National Bank
Joseph T. Green

Executive Vice Presidents
Bradley C. Gunstad
Brian J. Hurd

Senior Vice Presidents
Sheri A. Ahl
Gary L. Fineman
Shelley A. Fitzmaurice
Charles P. Hoffman, Jr.
Kirk D. Johnson
Gloria J. Karsky
Jacqueline A. Layton
Janella Jane Miller
R. Elizabeth Topoluk

Enterprise Risk Management
Chief Risk Officer
James M. Costa

Executive Vice President
David M. Stautz

Compliance
Executive Vice President
Douglass B. Hiatt

Senior Vice Presidents
Neysa M. Alecu
Donald J. Hawkins
Laura Santos

Credit Review
Senior Vice President
Scott D. Campbell

Information Security
Senior Vice President
Beatrice E. Lingen

Risk Control Services
Chief Audit Executive Officer
Andrew J. Jackson

2013 Annual Report// TCF Financial Corporation and SubsidiariesA-04

Offices (as of December 31, 2013)

Executive Offices

Minnesota/South Dakota

TCF Equipment Finance, Inc.

TCF Financial Corporation
200 Lake Street East
Mail Code: EX0-03-A
Wayzata, MN 55391-1693
(952) 745-2760

TCF National Bank

Headquarters
2508 South Louise Avenue
Sioux Falls, SD 57106

Traditional Branches
Minneapolis/St. Paul Area (44)
Greater Minnesota (2)
South Dakota (2)

Supermarket Branches
Minneapolis/St. Paul Area (55)
Greater Minnesota (3)

Campus Branches
Minneapolis/St. Paul Area (2)
Greater Minnesota (2)

Illinois/Wisconsin/Indiana

Headquarters
11100 Wayzata Boulevard
Suite 801
Minnetonka, MN 55305
(952) 656-5080

Winthrop Resources
Corporation

Headquarters
11100 Wayzata Boulevard
Suite 800
Minnetonka, MN 55305
(952) 936-0226

Traditional Branches
Chicagoland (37)
Milwaukee Area (11)
Kenosha/Racine Area (6)

Supermarket Branches
Chicagoland (152)
Milwaukee Area (8)
Indiana (4)

Campus Branches
Chicagoland (2)
Greater Illinois (1)

Michigan

Traditional Branches
Metro Detroit Area (51)

Supermarket Branches
Metro Detroit Area (1)

Campus Branches
Metro Detroit Area (1)

Colorado/Arizona

Traditional Branches
Metro Denver Area (26)
Colorado Springs (8)
Metro Phoenix Area (7)

Supermarket Branches
Metro Denver Area (2)

TCF Inventory Finance, Inc.

Headquarters
1475 East Woodfield Road
Suite 1100
Schaumburg, IL 60173
(877) 872-8234

TCF Commercial Finance
Canada, Inc.

Headquarters
700 Dorval Drive
Suite 705
Oakville, Ontario L6K 3V3
Canada
(877) 800-4430

Gateway One Lending
& Finance, LLC

Headquarters
160 North Riverview Drive,
Suite 100
Anaheim, CA 92808
(888) 810-8860

Stockholder Information

Stock Data

Year

2013

High

Low

Dividends
Paid
Per Share

Fourth Quarter

$16.25

$16.46

$14.29

$.05

Third Quarter

Second Quarter

First Quarter

2012

14.28

14.18

14.96

16.68

15.32

15.04

13.69

13.49

12.39

.05

Fourth Quarter

$12.15

$12.49

$10.45

$.05

Third Quarter

Second Quarter

First Quarter

2011

11.94

11.48

11.89

12.43

12.53

12.58

9.59

10.43

10.04

.05

Fourth Quarter

$10.32

$11.68

$ 8.61

$.05

Third Quarter

Second Quarter

First Quarter

2010

9.16

13.80

15.86

14.37

16.04

17.37

8.66

13.37

14.60

.05

Fourth Quarter

$14.81

$16.63

$12.90

$.05

Third Quarter

Second Quarter

First Quarter

2009

16.19

16.61

15.94

17.66

18.89

16.83

13.87

14.95

13.40

.05

Fourth Quarter

$13.62

$14.72

$11.36

$.05

Third Quarter

Second Quarter

First Quarter

13.04

13.37

11.76

15.83

16.67

14.31

12.71

11.37

8.74

.05

.25

For more historical information on TCF’s stock price and

dividend, visit http://ir.tcfbank.com.

Trading of Common Stock
The common stock of TCF Financial Corporation is listed

on the New York Stock Exchange under the symbol TCB.

At December 31, 2013, TCF had approximately 165.1 million

shares of common stock outstanding.

Annual Meeting
The Annual Meeting of Stockholders of TCF will be held

on Wednesday, April 23, 2014, 4 p.m. (local time) at

the Marriott Minneapolis West, 9960 Wayzata Boulevard,

St. Louis Park, Minnesota.

A-05

Transfer Agent and Registrar
Computershare

P.O. Box 30170

College Station, TX 77842-3170

(800) 443-6852

www.computershare.com/investor

Direct Stock Purchase and Dividend
Reinvestment Plan
Computershare Trust Company, N.A. offers the Computershare

Investment Plan, a direct stock purchase and dividend

reinvestment plan for TCF Financial Corporation common stock.

This stockholder-paid program provides a low-cost alternative

to traditional retail brokerage methods of purchasing, holding

and selling TCF common stock. The Plan is sponsored and

administered by our Transfer Agent, Computershare, Inc.

Information is available from:

Computershare

P.O. Box 30170

College Station, TX 77842-3170

(800) 443-6852

www.computershare.com/investor

Note to Stockholders
It is important for registered stockholders to keep the transfer

agent informed of their current address and to cash their

dividend payments; otherwise, TCF may be required by state

law to report and deliver (or “escheat”) these shares and any

unclaimed dividends as unclaimed property, even if TCF does

not have physical possession of the stock certificate. In other

words, TCF is required to escheat shares and un-cashed

dividends if there has been no stockholder-initiated activity or

no stockholder contact with the transfer agent within the state’s

dormancy period. Unclaimed property rules vary by state.

Some states do not consider the act of reinvesting dividends

in a dividend reinvestment plan as account activity that would

signify a stockholder’s continued interest in the underlying

shares of stock. Your failure to keep an active account can result

in the escheatment of your shares and any un-cashed dividends

to the state, in which case you will need to request a refund of

the unclaimed property from the state.

Stockholders holding shares in street name should contact their

broker regarding questions about escheatment and unclaimed

property laws.

TCF is not providing legal advice on unclaimed property laws.

// TCF Financial Corporation and Subsidiaries2013 Annual ReportA-06

Investor/Analyst Contact
Jason Korstange
Senior Vice President
Investor Relations
(952) 745-2755

Justin Horstman
Assistant Vice President
Investor Relations
(952) 745-2756

Media Contact
Mark Goldman
Senior Vice President
Corporate Communications
(952) 475-7050

Available Information
Please visit our website at http://ir.tcfbank.com for
free access to TCF investor information, news releases,
investor presentations, quarterly conference calls,
annual reports and SEC filings. Information may also
be obtained, free of charge, from:

TCF Financial Corporation
Corporate Communications
200 Lake Street East
Mail Code: EX0-01-C
Wayzata, MN 55391-1693
(952) 745-2760

Stock Price Performance (In Dollars)

Credit Ratings

Standard & Poor’s

Last Review December 2013

Outlook
TCF Financial Corporation:
Long-term Counterparty
Short-term Counterparty
TCF National Bank:
Long-term Counterparty
Short-term Counterparty
Preferred Stock
Subordinated Debt

Stable

BBB-
A-3

BBB
A-2
BB
BBB-

Fitch Ratings

Last Review February 2014

Outlook
TCF Financial Corporation:
Long-term IDR
Short-term IDR
TCF National Bank:
Long-term IDR
Short-term IDR
Preferred Stock
Subordinated Debt

Negative

BBB-
F3

BBB-
F3
B
BB+

Moody’s

Last Review November 2013

Outlook
TCF National Bank:
Long-term Issuer
Long-term Deposits
Short-term Deposits
Bank Financial Strength
Subordinated Debt

Stock Price*
Dividends*

5
9
/
0
3
/
1
1

t
i
l

p
S

k
c
o
t
S

7
9
/
8
2
/
1
1

t
i
l

p
S

k
c
o
t
S

4
0
/
3
/
9

t
i
l

p
S

k
c
o
t
S

$35

Year
Ending

6-86 12-86

12-87

12-89

12-91

12-93

12-95

12-97

12-99

12-01

12-03

12-05

12-07

12-09

12-11

12-13

*Stock split adjusted
For more historical information on TCF’s stock price and dividend, visit http://ir.tcfbank.com.

Stable

Baa1
Baa1
Prime-2
C-
Baa2

$1.50

1.25

1.00

0.75

0.50

0.25

0.00

2013 Annual Report

// TCF Financial Corporation and Subsidiaries A-07

Corporate Philosophy

The Customer First. TCF strives to place The Customer First. We believe

Secured and Diversified Lender. TCF maintains a secured loan and

providing great service helps to retain existing customers, attract new

lease portfolio that is well-diversified by type of credit, geography,

customers, create value for our stockholders, and build pride in our

industry, product and collateral type to minimize concentration risk.

employees. We also respect customers’ concerns about privacy and know

We require our loans and leases to be supported by collateral to provide

they place their trust in us. TCF is committed to protecting the private

an alternate repayment source beyond cash flow from the borrower,

information of our customers and retaining that trust is our priority.

which helps mitigate losses. We emphasize credit quality over asset

Functionally Organized. TCF’s functionally organized management

structure emphasizes four key initiatives: 1) Enterprise Risk

growth as the costs of poor credit quality far outweigh the benefits of

unwise asset growth.

Management, 2) Lending, 3) Funding and 4) Corporate Development.

Conservative Underwriting. TCF’s diversified loan and lease portfolio

This functionally organized management structure is supported by

and our extensive credit review practices reduce our credit risks

focused profit center reporting and creates a highly responsive and

while creating profitability and sustainable growth, even in the

performance driven culture.

most challenging economic environments. We extend credit to high-

Risk Management. TCF is committed to strong risk management

practices and will not incent employees to take risks that exceed TCF’s

quality customers and invest only in programs that add value to the

organization and yield solid returns.

risk appetite and tolerance. TCF’s risk appetite is summarized as:

Expansion. TCF grows through de novo expansion, acquisition and

• Low to moderate credit risk within the loan and lease portfolio

• Interest rate risk should be minimized

• Liquidity risk is to be effectively managed

• Low tolerance for operational risk

process improvement. We are growing by starting and acquiring new

businesses, opening new branches, offering new products and services,

and improving execution on sales efforts for existing products.

Technology. TCF places a high priority on the development of

• Low appetite for reputation or compliance risk as TCF’s reputation is

technology to enhance productivity, customer service and new

key to earning and maintaining trust with our customers, employees,

products. Properly applied technology increases revenue, reduces costs

vendors, regulators and stockholders

and enhances customer service. We centralize back office activities, but

Stockholder Value. TCF focuses on increasing long-term stockholder

provide individual attention as part of the customer experience.

value by making sound business decisions, taking advantage of

Conservative Accounting. TCF utilizes conservative accounting and

marketplace opportunities, and preparing for various economic

financial reporting principles that accurately and honestly report

conditions through balance sheet diversification. We encourage

our financial condition and results of operations. We believe good

stock ownership by our officers, directors and employees and have

accounting drives good business decision-making.

a mutuality of interest with our stockholders. Our goal is to make

TCF stock a strong, long-term investment.

Employee Communication and Behavior. TCF encourages open

employee communication and places the highest priority on honesty,

Convenience. TCF emphasizes convenience in banking; we’re open

integrity and ethical behavior.

12 hours a day, seven days a week, 364 days per year. TCF banks a large

and diverse customer base, focusing on growing and retaining its large

number of low-interest cost checking accounts. TCF uses free checking

as the anchor product to build additional customer relationships. We

provide customers innovative products through multiple banking

channels including traditional, supermarket and campus branches,

TCF Express Teller® and other ATMs, debit cards, phone banking, online

banking and mobile banking.

Retail Deposit Focused. TCF earns a significant portion of its profits

from the deposit side of the bank. We accumulate a large number of

low-cost accounts through convenient services and products targeted

to a broad range of customers. As a result of the profits we earn from

the deposit business, we can minimize credit risk on the asset side.

Capital and Liquidity. TCF focuses on prudent capital and liquidity

management which strengthens our capital position, increases

our borrowing capacity, and reduces our costs and risks. We strive

to remain solidly capitalized and have access to ample liquidity to

conduct business. TCF’s financial strength helps make us a safe and

sound financial institution.

Bank Regulators. Bank regulators play an essential role in the

banking industry. Open communication with regulators throughout

the organization is essential to ensuring effective, efficient and

productive bank supervision and corporate governance. TCF is

committed to maintaining strong, positive and professional

working relationships with all of its regulators.

Equal Treatment. TCF does not discriminate against anyone in

employment or the extension of credit. As a result of TCF’s community

banking philosophy, we market our products and services to everyone

in the communities we serve.

Community Participation. TCF believes in community participation,

both financially and through volunteerism. We feel a responsibility

to help those less fortunate and actively encourage and support

employee participation in numerous community causes, including

education and housing.

Talent Management. TCF believes in fostering strong talent

management to attract highly skilled managers and employees and

emphasizes offering advancement opportunities to existing employees

when appropriate.

TCFIR9356

TCF Financial Corporation | 200 Lake Street East Wayzata, MN 55391-1693 | tcfbank.com